2020 Annual Report
PRIVATE BANKING
WEALTH MANAGEMENT
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Financial Highlights
(Dollars in thousands, except per share data)
Selected Year-End Data
Net Income
Operating Net Income*
Total Assets
Total Loans
Total Deposits
Total Shareholder’s Equity
Assets Under Management and Administration
Per Common Share
Diluted Earnings Per Share
Operating Diluted Earnings Per Share*
Dividend Declared Per Share
Book Value Per Share
Tangible Book Value Per Share*
Financial Ratios
Return/Average Assets
Return/Average Equity
Operating Return on Average Assets*
Operating Return on Average Tangible Common Equity*
Net Interest Margin, FTE
Adjusted Net Interest Margin, FTE*
Asset Quality
NPAs/Assets
NCOs/Average Loans
Allowance for credit losses/total loans excluding PPP
*GAAP to Non-GAAP Reconciliation on pages 19 & 20
2020
31,959
43,870
3,949,297
3,153,648
3,403,083
401,732
4,167,903
5.03
6.90
2.12
58.00
50.07
0.91%
9.09%
1.25%
14.38%
3.65%
3.36%
0.27%
(0.02%)
1.19%
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2019
25,257
29,156
2,855,563
2,226,728
2,358,878
286,561
3,452,852
5.37
6.20
2.04
53.06
46.66
0.97%
11.40%
1.12%
14.80%
3.22%
3.22%
0.20%
(0.08%)
0.82%
2018
23,881
24,024
2,101,384
1,559,772
1,811,410
167,026
2,876,702
5.77
5.80
1.96
40.67
40.57
1.21%
15.35%
1.21%
15.49%
3.33%
3.33%
0.03%
0.00%
1.08%
$(cid:390)(cid:355)(cid:320)(cid:457)
OPERATING EARNINGS PER SHARE
(cid:550)(cid:550)(cid:19)(cid:564)(cid:9)(cid:3)(cid:44)(cid:86)(cid:83)(cid:91)(cid:88)(cid:76)
(cid:335)(cid:355)(cid:407)(cid:259)%
OPERATING RETURN
ON AVERAGE ASSETS
(cid:335)(cid:266)(cid:355)(cid:401)(cid:238)%
OPERATING RETURN
ON AVERAGE TCE
Page 1
“ Despite the headwinds from the
pandemic, financial performance
in 2020 was strong. Reported net
income for 2020 was $32.0 million,
an increase of 27% compared to the
$25.3 million for the year ending
December 31, 2019.”
2020 Annual Report
Page 2
2020 Letter to Shareholders
In 1890, Cambridge Trust, then the Cambridge Safety Vaults Company, was
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deposit services. Historically, safekeeping is one of the oldest functions in
banking, having been performed by bankers who were deemed worthy
of the public’s trust. Today, we remain steadfast to the core belief on which
we were founded: that the most important return of all is trust. It is why
for more than 130 years, we have focused on building individual client
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innovative custom solutions for individuals, families, and businesses that
create, grow, and protect their wealth.
2020 was a historically unsettled year. The global COVID-19 pandemic
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Economic instability and record employment losses, combined with a
reckoning around social injustices and a deeply divided electorate, tested
the resilience of every citizen and every business. In times like these, trust
has never been more important.
Page 3
2020 Annual Report
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solid capital and liquidity levels, and the successful integration of Wellesley
Bank into our organization to provide expanded private banking and wealth
management capabilities and strengthen our team of private bankers,
advisors, and senior management.
While reported 2020 earnings performance included much noise due to
the adoption of a new accounting standard for loan losses and merger
accounting, operating earnings per share increased by 11% in 2020 as
compared to 2019. Since 2015, using the same measure of performance,
operating earnings per share has increased by 76%.
When I look back on 2020, above all else, I see my colleagues’ commitment
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dedication during the pandemic. I am proud of how we responded during
these most challenging and unusual times, and I am grateful to every one on
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“When I look back on 2020, above all else,
I see my colleagues’ commitment to our
values—putting our clients’ needs first—and their
extraordinary dedication during the pandemic.”
Page 4
“
Having one person that knows us and our
business, and is able to get any information or
answers, for us has made all of the difference.
— Chris Lee & Ryan Crowley, (cid:40)(cid:53)(cid:38)(cid:3)(cid:53)(cid:69)(cid:86)(cid:88)(cid:82)(cid:73)(cid:86)(cid:87)(cid:17) (cid:49)(cid:73)(cid:73)(cid:3)(cid:11)(cid:3)(cid:40)(cid:86)(cid:83)(cid:91)(cid:80)(cid:73)(cid:93)(cid:3)(cid:38)(cid:71)(cid:71)(cid:83)(cid:89)(cid:82)(cid:88)(cid:69)(cid:82)(cid:88)(cid:87)(cid:17)(cid:3)(cid:39)(cid:83)(cid:87)(cid:88)(cid:83)(cid:82)(cid:17)(cid:3)(cid:50)(cid:38)
”
COVID-19 Response & Community Support
Within the opening weeks of 2020, it became clear that the emergence of
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realized the scale of this challenge, our immediate priority was to protect the
safety and health of our employees, our clients, and our communities.
Our team provided clients uninterrupted service for their banking and wealth
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email, or regular phone calls, clients could trust that we were there for them
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Page 5
2020 Annual Report
The pandemic’s unprecedented economic impact meant that many clients
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Preferred Lender, we were able to stand up for business clients in this time
of need. We participated in the Paycheck Protection Program (PPP) to secure
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jobs. In addition, we provided loan payment deferrals to clients who were
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“We participated in the Paycheck Protection Program
(PPP) to secure approximately $200 million in
financing benefitting an estimated 17,000 local jobs.”
Pandemic or not, we continued, and even expanded, our community
support in 2020. Our contributions supported approximately 280
organizations, and we increased giving by 91%. In particular, we targeted
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the COVID-19 pandemic and $175,000 to organizations addressing racial
inequity and social injustice.
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In late 2019, we announced our merger with Wellesley Bank, and I am
pleased to report that the merger was legally closed on June 1, 2020. Our
clients joining us from Wellesley Bank continue to enjoy access to their local
teams of private bankers, including the former CEO Thomas Fontaine, whom
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The merger with Wellesley Bank has expanded our wealth management
capabilities, and our business clients can take advantage of our larger lending
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(cid:74)(cid:83)(cid:86)(cid:91)(cid:69)(cid:86)(cid:72)(cid:3)(cid:88)(cid:83)(cid:3)(cid:75)(cid:86)(cid:73)(cid:69)(cid:88)(cid:73)(cid:86)(cid:3)(cid:69)(cid:71)(cid:71)(cid:73)(cid:87)(cid:87)(cid:3)(cid:88)(cid:83)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:87)(cid:73)(cid:86)(cid:90)(cid:77)(cid:71)(cid:73)(cid:87)(cid:3)(cid:91)(cid:77)(cid:88)(cid:76)(cid:3)(cid:69)(cid:72)(cid:72)(cid:77)(cid:88)(cid:77)(cid:83)(cid:82)(cid:69)(cid:80)(cid:3)(cid:70)(cid:69)(cid:82)(cid:79)(cid:77)(cid:82)(cid:75)(cid:3)(cid:83)(cid:509)(cid:71)(cid:73)(cid:87)(cid:3)(cid:69)(cid:82)(cid:72)
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Page 6
Sustainability, Diversity & Inclusion
For Cambridge Trust, an organization built to support the growth of the
communities where we work and live, sustainable practices are a natural
extension of our foundation and heritage for more than 130 years.
We launched a Sustainability Committee, with membership from numerous
areas of the Bank, to evaluate our sustainability practices and identify
areas for growth. We made progress on employee engagement and
environmental initiatives and worked to increase transparency around our
(cid:73)(cid:506)(cid:83)(cid:86)(cid:88)(cid:87)(cid:19)(cid:3)(cid:46)(cid:82)(cid:74)(cid:83)(cid:86)(cid:81)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:83)(cid:82)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:84)(cid:86)(cid:69)(cid:71)(cid:88)(cid:77)(cid:71)(cid:73)(cid:87)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:74)(cid:89)(cid:88)(cid:89)(cid:86)(cid:73)(cid:3)(cid:87)(cid:89)(cid:87)(cid:88)(cid:69)(cid:77)(cid:82)(cid:69)(cid:70)(cid:77)(cid:80)(cid:77)(cid:88)(cid:93)(cid:3)(cid:84)(cid:80)(cid:69)(cid:82)(cid:87)(cid:3)(cid:69)(cid:86)(cid:73)(cid:3)(cid:82)(cid:83)(cid:91)
(cid:69)(cid:90)(cid:69)(cid:77)(cid:80)(cid:69)(cid:70)(cid:80)(cid:73)(cid:3)(cid:90)(cid:77)(cid:69)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:38)(cid:70)(cid:83)(cid:89)(cid:88)(cid:3)(cid:57)(cid:87)(cid:3)(cid:87)(cid:73)(cid:71)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:83)(cid:74)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:71)(cid:83)(cid:81)(cid:84)(cid:69)(cid:82)(cid:93)(cid:3)(cid:91)(cid:73)(cid:70)(cid:87)(cid:77)(cid:88)(cid:73)(cid:19)(cid:3)
(cid:59)(cid:73)(cid:3)(cid:86)(cid:73)(cid:69)(cid:509)(cid:86)(cid:81)(cid:73)(cid:72)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:71)(cid:83)(cid:81)(cid:81)(cid:77)(cid:88)(cid:81)(cid:73)(cid:82)(cid:88)(cid:3)(cid:88)(cid:83)(cid:3)(cid:72)(cid:77)(cid:90)(cid:73)(cid:86)(cid:87)(cid:77)(cid:88)(cid:93)(cid:3)(cid:11)(cid:3)(cid:77)(cid:82)(cid:71)(cid:80)(cid:89)(cid:87)(cid:77)(cid:83)(cid:82)(cid:3)(cid:91)(cid:77)(cid:88)(cid:76)(cid:77)(cid:82)(cid:3)(cid:40)(cid:69)(cid:81)(cid:70)(cid:86)(cid:77)(cid:72)(cid:75)(cid:73)
Trust and for the communities we serve. 2020 marked the fourth year of
our Diversity & Inclusion Steering Committee, which now comprises 20
members from all areas of the organization and has helped create a culture
that advocates and promotes these ideals at Cambridge Trust. In a year
of social upheaval, we focused our attention on the importance of social
equity, justice, and opportunity, and to understanding how the actions of
businesses, collectively and individually, can impact the communities we
serve and live in.
More than ever, families and schools depend
on CitySprouts to keep their children
engaged and learning. Cambridge Trust is
the community partner we need to meet
these challenges, now and into the future.
— Jane Hirschi, Executive Director, CitySprouts, (cid:40)(cid:69)(cid:81)(cid:70)(cid:86)(cid:77)(cid:72)(cid:75)(cid:73)(cid:17)(cid:3)(cid:50)(cid:38)
”
“
Page 7
2020 Annual Report
(cid:38)(cid:3)(cid:79)(cid:73)(cid:93)(cid:3)(cid:71)(cid:83)(cid:81)(cid:84)(cid:83)(cid:82)(cid:73)(cid:82)(cid:88)(cid:3)(cid:83)(cid:74)(cid:3)(cid:72)(cid:77)(cid:90)(cid:73)(cid:86)(cid:87)(cid:77)(cid:88)(cid:93)(cid:3)(cid:11)(cid:3)(cid:77)(cid:82)(cid:71)(cid:80)(cid:89)(cid:87)(cid:77)(cid:83)(cid:82)(cid:3)(cid:77)(cid:87)(cid:3)(cid:86)(cid:73)(cid:84)(cid:86)(cid:73)(cid:87)(cid:73)(cid:82)(cid:88)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:17)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:91)(cid:73)(cid:3)
believe this starts at the top. With eight women on our Board of Directors,
Cambridge Trust has more women on its board than any other company
(cid:80)(cid:77)(cid:87)(cid:88)(cid:73)(cid:72)(cid:3)(cid:83)(cid:82)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:51)(cid:38)(cid:8)(cid:41)(cid:38)(cid:54)(cid:3)(cid:87)(cid:88)(cid:83)(cid:71)(cid:79)(cid:3)(cid:73)(cid:92)(cid:71)(cid:76)(cid:69)(cid:82)(cid:75)(cid:73)(cid:19) (1)(cid:3)(cid:52)(cid:82)(cid:73)(cid:3)(cid:77)(cid:82)(cid:3)(cid:507)(cid:90)(cid:73)(cid:3)(cid:73)(cid:81)(cid:84)(cid:80)(cid:83)(cid:93)(cid:73)(cid:73)(cid:87)(cid:3)(cid:77)(cid:72)(cid:73)(cid:82)(cid:88)(cid:77)(cid:74)(cid:93)(cid:3)(cid:69)(cid:87)
ethnically or racially diverse, as do 17% of our executive management team.
(cid:59)(cid:83)(cid:81)(cid:73)(cid:82)(cid:3)(cid:71)(cid:83)(cid:81)(cid:84)(cid:86)(cid:77)(cid:87)(cid:73)(cid:3)(cid:26)(cid:21)(cid:9)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:39)(cid:83)(cid:69)(cid:86)(cid:72)(cid:17)(cid:3)(cid:24)(cid:26)(cid:9)(cid:3)(cid:83)(cid:74)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:50)(cid:69)(cid:82)(cid:69)(cid:75)(cid:73)(cid:81)(cid:73)(cid:82)(cid:88)(cid:3)(cid:56)(cid:73)(cid:69)(cid:81)(cid:17)(cid:3)(cid:25)(cid:27)(cid:9)
(cid:83)(cid:74)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:38)(cid:72)(cid:90)(cid:77)(cid:87)(cid:83)(cid:86)(cid:93)(cid:3)(cid:39)(cid:83)(cid:69)(cid:86)(cid:72)(cid:17)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:25)(cid:23)(cid:9)(cid:3)(cid:83)(cid:74)(cid:3)(cid:73)(cid:81)(cid:84)(cid:80)(cid:83)(cid:93)(cid:73)(cid:73)(cid:87)(cid:3)(cid:91)(cid:77)(cid:88)(cid:76)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:88)(cid:77)(cid:88)(cid:80)(cid:73)(cid:3)(cid:83)(cid:74)(cid:3)(cid:58)(cid:77)(cid:71)(cid:73)(cid:3)(cid:53)(cid:86)(cid:73)(cid:87)(cid:77)(cid:72)(cid:73)(cid:82)(cid:88)(cid:3)
(cid:83)(cid:86)(cid:3)(cid:69)(cid:70)(cid:83)(cid:90)(cid:73)(cid:19)(cid:3)(cid:59)(cid:73)(cid:3)(cid:71)(cid:83)(cid:82)(cid:88)(cid:77)(cid:82)(cid:89)(cid:73)(cid:3)(cid:88)(cid:83)(cid:3)(cid:86)(cid:69)(cid:82)(cid:79)(cid:3)(cid:69)(cid:81)(cid:83)(cid:82)(cid:75)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:56)(cid:83)(cid:84)(cid:3)(cid:22)(cid:26)(cid:3)(cid:44)(cid:86)(cid:73)(cid:69)(cid:88)(cid:73)(cid:86)(cid:3)(cid:39)(cid:83)(cid:87)(cid:88)(cid:83)(cid:82)(cid:3)(cid:71)(cid:83)(cid:81)(cid:84)(cid:69)(cid:82)(cid:77)(cid:73)(cid:87)
with the most diverse corporate boards. We also continue to expand
(cid:88)(cid:76)(cid:73)(cid:3)(cid:72)(cid:77)(cid:90)(cid:73)(cid:86)(cid:87)(cid:77)(cid:88)(cid:93)(cid:3)(cid:83)(cid:74)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:87)(cid:88)(cid:69)(cid:506)(cid:3)(cid:88)(cid:76)(cid:86)(cid:83)(cid:89)(cid:75)(cid:76)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:86)(cid:73)(cid:71)(cid:86)(cid:89)(cid:77)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:76)(cid:77)(cid:86)(cid:77)(cid:82)(cid:75)(cid:3)(cid:84)(cid:86)(cid:69)(cid:71)(cid:88)(cid:77)(cid:71)(cid:73)(cid:87)(cid:3)(cid:69)(cid:71)(cid:86)(cid:83)(cid:87)(cid:87)
the organization.
(cid:50)(cid:83)(cid:90)(cid:77)(cid:82)(cid:75)(cid:3)(cid:74)(cid:83)(cid:86)(cid:91)(cid:69)(cid:86)(cid:72)(cid:17)(cid:3)(cid:91)(cid:73)(cid:3)(cid:91)(cid:77)(cid:80)(cid:80)(cid:3)(cid:70)(cid:89)(cid:77)(cid:80)(cid:72)(cid:3)(cid:71)(cid:83)(cid:82)(cid:88)(cid:77)(cid:82)(cid:89)(cid:73)(cid:72)(cid:3)(cid:84)(cid:86)(cid:83)(cid:75)(cid:86)(cid:73)(cid:87)(cid:87)(cid:3)(cid:77)(cid:82)(cid:3)(cid:73)(cid:69)(cid:71)(cid:76)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:87)(cid:73)(cid:3)(cid:69)(cid:86)(cid:73)(cid:69)(cid:87)(cid:3)(cid:69)(cid:87)
we believe this aligns with our core values and helps build a stronger, more
successful bank.
“Cambridge Bancorp has more female
Board of Directors members than any other
company listed on NASDAQ.” (1)
(cid:13)(cid:22)(cid:14)(cid:3)(cid:8)(cid:83)(cid:89)(cid:86)(cid:71)(cid:73)(cid:31)(cid:3)(cid:8)(cid:11)(cid:53)(cid:3)(cid:44)(cid:80)(cid:83)(cid:70)(cid:69)(cid:80)(cid:3)(cid:50)(cid:69)(cid:86)(cid:79)(cid:73)(cid:88)(cid:3)(cid:46)(cid:82)(cid:88)(cid:73)(cid:80)(cid:80)(cid:77)(cid:75)(cid:73)(cid:82)(cid:71)(cid:73)(cid:3)(cid:22)(cid:23)(cid:20)(cid:22)(cid:21)(cid:20)(cid:23)(cid:21)(cid:23)(cid:21)
Page 8
“Operating diluted earnings per share were $6.90 for
2020, representing an 11.3% increase over operating
diluted earnings per share of $6.20 for 2019.”
Financial Performance
(cid:41)(cid:73)(cid:87)(cid:84)(cid:77)(cid:88)(cid:73)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:76)(cid:73)(cid:69)(cid:72)(cid:91)(cid:77)(cid:82)(cid:72)(cid:87)(cid:3)(cid:74)(cid:86)(cid:83)(cid:81)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:84)(cid:69)(cid:82)(cid:72)(cid:73)(cid:81)(cid:77)(cid:71)(cid:17)(cid:3)(cid:507)(cid:82)(cid:69)(cid:82)(cid:71)(cid:77)(cid:69)(cid:80)(cid:3)(cid:84)(cid:73)(cid:86)(cid:74)(cid:83)(cid:86)(cid:81)(cid:69)(cid:82)(cid:71)(cid:73)(cid:3)(cid:77)(cid:82)(cid:3)(cid:23)(cid:21)(cid:23)(cid:21)(cid:3)
was strong. Reported net income for 2020 was $32.0 million, an increase of
27% compared to the $25.3 million for the year ending December 31, 2019.
(cid:51)(cid:73)(cid:88)(cid:3)(cid:77)(cid:82)(cid:71)(cid:83)(cid:81)(cid:73)(cid:17)(cid:3)(cid:69)(cid:87)(cid:3)(cid:86)(cid:73)(cid:84)(cid:83)(cid:86)(cid:88)(cid:73)(cid:72)(cid:17)(cid:3)(cid:77)(cid:82)(cid:71)(cid:80)(cid:89)(cid:72)(cid:73)(cid:87)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:77)(cid:81)(cid:84)(cid:69)(cid:71)(cid:88)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:73)(cid:506)(cid:73)(cid:71)(cid:88)(cid:87)(cid:3)(cid:83)(cid:74)(cid:3)(cid:81)(cid:73)(cid:86)(cid:75)(cid:73)(cid:86)(cid:3)
accounting and other one-time non-operating expenses. When excluding
these items to provide a more comparable view of operations, net income
on an operating basis was $43.9 million for the year ended December 31,
2020, an increase of $14.7 million, or 50.5%, as compared to operating net
income of $29.1 million for 2019. Operating diluted earnings per share
were $6.90 for 2020, representing an 11.3% increase over operating diluted
earnings per share of $6.20 for 2019.
The company’s continued performance was driven by the strength of our
(cid:70)(cid:89)(cid:87)(cid:77)(cid:82)(cid:73)(cid:87)(cid:87)(cid:3)(cid:81)(cid:83)(cid:72)(cid:73)(cid:80)(cid:3)(cid:77)(cid:82)(cid:3)(cid:44)(cid:86)(cid:73)(cid:69)(cid:88)(cid:73)(cid:86)(cid:3)(cid:39)(cid:83)(cid:87)(cid:88)(cid:83)(cid:82)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:87)(cid:83)(cid:89)(cid:88)(cid:76)(cid:73)(cid:86)(cid:82)(cid:3)(cid:51)(cid:73)(cid:91)(cid:3)(cid:45)(cid:69)(cid:81)(cid:84)(cid:87)(cid:76)(cid:77)(cid:86)(cid:73)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)
the positive impact of increased scale associated with the Wellesley merger.
Total loans and core deposits, inclusive of the impact of the merger with
Wellesley, grew $927.0 million and $971.7 million, respectively, or 41.6% and
44.6%, respectively. Wealth assets increased by $715.0 million, or 20.7%,
from 2019, which was primarily a result of the strong equity market
performance in 2020 and balances acquired from our merger with Wellesley.
(cid:56)(cid:76)(cid:73)(cid:3)(cid:71)(cid:83)(cid:81)(cid:84)(cid:69)(cid:82)(cid:93)(cid:438)(cid:87)(cid:3)(cid:84)(cid:86)(cid:83)(cid:507)(cid:88)(cid:69)(cid:70)(cid:77)(cid:80)(cid:77)(cid:88)(cid:93)(cid:3)(cid:86)(cid:69)(cid:88)(cid:77)(cid:83)(cid:87)(cid:3)(cid:91)(cid:73)(cid:86)(cid:73)(cid:3)(cid:86)(cid:83)(cid:70)(cid:89)(cid:87)(cid:88)(cid:3)(cid:77)(cid:82)(cid:3)(cid:23)(cid:21)(cid:23)(cid:21)(cid:19)(cid:3)(cid:56)(cid:76)(cid:73)(cid:3)(cid:83)(cid:84)(cid:73)(cid:86)(cid:69)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)
return on average assets and average tangible common equity in 2020 were
1.25% and 14.38%, respectively, as compared to 1.12% and 14.80%,
respectively, in 2019.
Page 9
2020 Annual Report
In 2020, like most bank stocks, the company underperformed broader market
(cid:77)(cid:82)(cid:72)(cid:77)(cid:71)(cid:73)(cid:87)(cid:19)(cid:3)(cid:45)(cid:83)(cid:91)(cid:73)(cid:90)(cid:73)(cid:86)(cid:17)(cid:3)(cid:69)(cid:75)(cid:69)(cid:77)(cid:82)(cid:87)(cid:88)(cid:3)(cid:70)(cid:69)(cid:82)(cid:79)(cid:77)(cid:82)(cid:75)(cid:18)(cid:87)(cid:84)(cid:73)(cid:71)(cid:77)(cid:507)(cid:71)(cid:3)(cid:77)(cid:82)(cid:72)(cid:77)(cid:71)(cid:73)(cid:87)(cid:17)(cid:3)(cid:91)(cid:73)(cid:3)(cid:71)(cid:83)(cid:82)(cid:88)(cid:77)(cid:82)(cid:89)(cid:73)(cid:3)(cid:88)(cid:83)(cid:3)(cid:83)(cid:89)(cid:88)(cid:84)(cid:73)(cid:86)(cid:74)(cid:83)(cid:86)(cid:81)(cid:3)
over the long term.
Cambridge Bancorp (CATC) Price Change % vs. Market Benchmarks
(cid:8)(cid:83)(cid:89)(cid:86)(cid:71)(cid:73)(cid:31)(cid:3)(cid:8)(cid:11)(cid:53)(cid:3)(cid:44)(cid:80)(cid:83)(cid:70)(cid:69)(cid:80)(cid:3)(cid:50)(cid:69)(cid:86)(cid:79)(cid:73)(cid:88)(cid:3)(cid:46)(cid:82)(cid:88)(cid:73)(cid:80)(cid:80)(cid:77)(cid:75)(cid:73)(cid:82)(cid:71)(cid:73)(cid:3)(cid:108)(cid:23)(cid:21)(cid:23)(cid:22)
(cid:49)(cid:83)(cid:83)(cid:79)(cid:77)(cid:82)(cid:75)(cid:3)(cid:38)(cid:76)(cid:73)(cid:69)(cid:72)(cid:3)
(cid:57)(cid:82)(cid:84)(cid:86)(cid:73)(cid:72)(cid:77)(cid:71)(cid:88)(cid:69)(cid:70)(cid:77)(cid:80)(cid:77)(cid:88)(cid:93)(cid:3)(cid:87)(cid:89)(cid:86)(cid:86)(cid:83)(cid:89)(cid:82)(cid:72)(cid:77)(cid:82)(cid:75)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:77)(cid:81)(cid:84)(cid:69)(cid:71)(cid:88)(cid:3)(cid:83)(cid:74)(cid:3)(cid:74)(cid:89)(cid:86)(cid:88)(cid:76)(cid:73)(cid:86)(cid:3)(cid:507)(cid:87)(cid:71)(cid:69)(cid:80)(cid:3)(cid:87)(cid:88)(cid:77)(cid:81)(cid:89)(cid:80)(cid:89)(cid:87)(cid:17)(cid:3)(cid:81)(cid:83)(cid:82)(cid:73)(cid:88)(cid:69)(cid:86)(cid:93)
policy, and the true economic impact of the pandemic will likely continue to
create periodic market volatility along with the likelihood that interest rates
(cid:91)(cid:77)(cid:80)(cid:80)(cid:3)(cid:86)(cid:73)(cid:81)(cid:69)(cid:77)(cid:82)(cid:3)(cid:80)(cid:83)(cid:91)(cid:3)(cid:74)(cid:83)(cid:86)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:74)(cid:83)(cid:86)(cid:73)(cid:87)(cid:73)(cid:73)(cid:69)(cid:70)(cid:80)(cid:73)(cid:3)(cid:74)(cid:89)(cid:88)(cid:89)(cid:86)(cid:73)(cid:19)(cid:3)(cid:38)(cid:87)(cid:3)(cid:87)(cid:88)(cid:69)(cid:88)(cid:73)(cid:72)(cid:3)(cid:77)(cid:82)(cid:3)(cid:84)(cid:86)(cid:73)(cid:90)(cid:77)(cid:83)(cid:89)(cid:87)(cid:3)(cid:93)(cid:73)(cid:69)(cid:86)(cid:87)(cid:17)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:86)(cid:83)(cid:80)(cid:73)(cid:3)
remains focused on the long term and, although we are not yet through
(cid:88)(cid:76)(cid:73)(cid:87)(cid:73)(cid:3)(cid:71)(cid:76)(cid:69)(cid:80)(cid:80)(cid:73)(cid:82)(cid:75)(cid:77)(cid:82)(cid:75)(cid:3)(cid:88)(cid:77)(cid:81)(cid:73)(cid:87)(cid:17)(cid:3)(cid:46)(cid:3)(cid:86)(cid:73)(cid:81)(cid:69)(cid:77)(cid:82)(cid:3)(cid:71)(cid:83)(cid:82)(cid:507)(cid:72)(cid:73)(cid:82)(cid:88)(cid:3)(cid:77)(cid:82)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:72)(cid:77)(cid:90)(cid:73)(cid:86)(cid:87)(cid:73)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:86)(cid:73)(cid:87)(cid:77)(cid:80)(cid:77)(cid:73)(cid:82)(cid:88)(cid:3)
(cid:73)(cid:71)(cid:83)(cid:82)(cid:83)(cid:81)(cid:93)(cid:3)(cid:88)(cid:76)(cid:69)(cid:88)(cid:3)(cid:44)(cid:86)(cid:73)(cid:69)(cid:88)(cid:73)(cid:86)(cid:3)(cid:39)(cid:83)(cid:87)(cid:88)(cid:83)(cid:82)(cid:3)(cid:84)(cid:86)(cid:83)(cid:90)(cid:77)(cid:72)(cid:73)(cid:87)(cid:19)(cid:3)(cid:59)(cid:73)(cid:3)(cid:70)(cid:73)(cid:82)(cid:73)(cid:507)(cid:88)(cid:3)(cid:74)(cid:86)(cid:83)(cid:81)(cid:3)(cid:69)(cid:3)(cid:86)(cid:83)(cid:70)(cid:89)(cid:87)(cid:88)(cid:3)(cid:81)(cid:69)(cid:86)(cid:79)(cid:73)(cid:88)(cid:3)
(cid:88)(cid:76)(cid:69)(cid:88)(cid:3)(cid:77)(cid:82)(cid:71)(cid:80)(cid:89)(cid:72)(cid:73)(cid:87)(cid:3)(cid:88)(cid:73)(cid:86)(cid:86)(cid:77)(cid:507)(cid:71)(cid:3)(cid:76)(cid:83)(cid:87)(cid:84)(cid:77)(cid:88)(cid:69)(cid:80)(cid:87)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:89)(cid:82)(cid:77)(cid:90)(cid:73)(cid:86)(cid:87)(cid:77)(cid:88)(cid:77)(cid:73)(cid:87)(cid:17)(cid:3)(cid:69)(cid:87)(cid:3)(cid:91)(cid:73)(cid:80)(cid:80)(cid:3)(cid:69)(cid:87)(cid:3)(cid:69)(cid:3)(cid:91)(cid:83)(cid:86)(cid:80)(cid:72)(cid:18)(cid:80)(cid:73)(cid:69)(cid:72)(cid:77)(cid:82)(cid:75)(cid:3)
technology and life sciences innovation cluster. This makes me optimistic
(cid:69)(cid:70)(cid:83)(cid:89)(cid:88)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:74)(cid:89)(cid:88)(cid:89)(cid:86)(cid:73)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:89)(cid:82)(cid:77)(cid:85)(cid:89)(cid:73)(cid:3)(cid:77)(cid:82)(cid:82)(cid:83)(cid:90)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:73)(cid:71)(cid:83)(cid:82)(cid:83)(cid:81)(cid:93)(cid:3)(cid:77)(cid:82)(cid:3)(cid:40)(cid:69)(cid:81)(cid:70)(cid:86)(cid:77)(cid:72)(cid:75)(cid:73)(cid:20)(cid:39)(cid:83)(cid:87)(cid:88)(cid:83)(cid:82)(cid:17)(cid:3)(cid:69)(cid:82)
area that continues to expand locally—pandemic or not.
Page 10
BUSINESS AREA HIGHLIGHTS
(cid:335)(cid:320)TH
LARGEST INDEPENDENT
INVESTMENT ADVISOR
(cid:77)(cid:82)(cid:3)(cid:50)(cid:69)(cid:87)(cid:87)(cid:69)(cid:71)(cid:76)(cid:89)(cid:87)(cid:73)(cid:88)(cid:88)(cid:87)
$(cid:266)(cid:355)(cid:407)(cid:24)
TOTAL ASSETS
UNDER MANAGEMENT
& ADMINISTRATION
(cid:566)(cid:521)(cid:19)(cid:558)(cid:9)(cid:3)(cid:44)(cid:86)(cid:83)(cid:91)(cid:88)(cid:76)
$(cid:401)(cid:355)(cid:401)(cid:97)
REVENUE GROWTH
IN WEALTH MANAGEMENT
(cid:550)(cid:566)(cid:19)(cid:525)(cid:9)(cid:3)(cid:44)(cid:86)(cid:83)(cid:91)(cid:88)(cid:76)
Page 11
2020 Annual Report
(cid:59)(cid:73)(cid:69)(cid:80)(cid:88)(cid:76)(cid:3)(cid:50)(cid:69)(cid:82)(cid:69)(cid:75)(cid:73)(cid:81)(cid:73)(cid:82)(cid:88)
(cid:59)(cid:73)(cid:3)(cid:87)(cid:88)(cid:69)(cid:93)(cid:3)(cid:88)(cid:86)(cid:89)(cid:73)(cid:3)(cid:88)(cid:83)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:70)(cid:89)(cid:87)(cid:77)(cid:82)(cid:73)(cid:87)(cid:87)(cid:3)(cid:81)(cid:83)(cid:72)(cid:73)(cid:80)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:88)(cid:83)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:507)(cid:72)(cid:89)(cid:71)(cid:77)(cid:69)(cid:86)(cid:93)(cid:3)(cid:84)(cid:86)(cid:77)(cid:82)(cid:71)(cid:77)(cid:84)(cid:80)(cid:73)(cid:87)(cid:3)(cid:88)(cid:76)(cid:69)(cid:88)
have guided us throughout our history. This continues to be evident
(cid:91)(cid:77)(cid:88)(cid:76)(cid:77)(cid:82)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:59)(cid:73)(cid:69)(cid:80)(cid:88)(cid:76)(cid:3)(cid:50)(cid:69)(cid:82)(cid:69)(cid:75)(cid:73)(cid:81)(cid:73)(cid:82)(cid:88)(cid:3)(cid:75)(cid:86)(cid:83)(cid:89)(cid:84)(cid:3)(cid:72)(cid:89)(cid:86)(cid:77)(cid:82)(cid:75)(cid:3)(cid:23)(cid:21)(cid:23)(cid:21)(cid:3)(cid:69)(cid:87)(cid:3)(cid:91)(cid:73)(cid:3)(cid:77)(cid:82)(cid:71)(cid:86)(cid:73)(cid:69)(cid:87)(cid:73)(cid:72)(cid:3)(cid:71)(cid:80)(cid:77)(cid:73)(cid:82)(cid:88)
communications with more detailed updates to keep clients informed
regarding our thoughts on the impact of the pandemic on the markets and
found innovative ways for clients to connect with their relationship team.
(cid:38)(cid:87)(cid:3)(cid:69)(cid:3)(cid:86)(cid:73)(cid:87)(cid:89)(cid:80)(cid:88)(cid:3)(cid:83)(cid:74)(cid:3)(cid:71)(cid:83)(cid:82)(cid:88)(cid:77)(cid:82)(cid:89)(cid:73)(cid:72)(cid:3)(cid:71)(cid:80)(cid:77)(cid:73)(cid:82)(cid:88)(cid:3)(cid:69)(cid:87)(cid:87)(cid:73)(cid:88)(cid:3)(cid:75)(cid:86)(cid:83)(cid:91)(cid:88)(cid:76)(cid:17)(cid:3)(cid:40)(cid:69)(cid:81)(cid:70)(cid:86)(cid:77)(cid:72)(cid:75)(cid:73)(cid:3)(cid:56)(cid:86)(cid:89)(cid:87)(cid:88)(cid:3)(cid:91)(cid:69)(cid:87)(cid:3)(cid:86)(cid:69)(cid:82)(cid:79)(cid:73)(cid:72)(cid:3)
(cid:69)(cid:87)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:22)(cid:30)(cid:88)(cid:76)(cid:3)(cid:49)(cid:69)(cid:86)(cid:75)(cid:73)(cid:87)(cid:88)(cid:3)(cid:46)(cid:82)(cid:72)(cid:73)(cid:84)(cid:73)(cid:82)(cid:72)(cid:73)(cid:82)(cid:88)(cid:3)(cid:46)(cid:82)(cid:90)(cid:73)(cid:87)(cid:88)(cid:81)(cid:73)(cid:82)(cid:88)(cid:3)(cid:38)(cid:72)(cid:90)(cid:77)(cid:87)(cid:83)(cid:86)(cid:3)(cid:77)(cid:82)(cid:3)(cid:50)(cid:69)(cid:87)(cid:87)(cid:69)(cid:71)(cid:76)(cid:89)(cid:87)(cid:73)(cid:88)(cid:88)(cid:87)(cid:3)
according to the Boston Business Journal in 2020.(2) Investment performance
during the year remained exceptional, and we achieved wealth management
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below, we ended the year with total assets under management and
administration of $4.2 billion, an increase of 20.7% since year-end 2019.
(cid:50)(cid:83)(cid:90)(cid:77)(cid:82)(cid:75)(cid:3)(cid:74)(cid:83)(cid:86)(cid:91)(cid:69)(cid:86)(cid:72)(cid:17)(cid:3)(cid:91)(cid:73)(cid:3)(cid:69)(cid:86)(cid:73)(cid:3)(cid:77)(cid:82)(cid:90)(cid:73)(cid:87)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)(cid:77)(cid:82)(cid:3)(cid:69)(cid:3)(cid:87)(cid:77)(cid:75)(cid:82)(cid:77)(cid:507)(cid:71)(cid:69)(cid:82)(cid:88)(cid:3)(cid:88)(cid:73)(cid:71)(cid:76)(cid:82)(cid:83)(cid:80)(cid:83)(cid:75)(cid:93)(cid:3)(cid:89)(cid:84)(cid:75)(cid:86)(cid:69)(cid:72)(cid:73)(cid:3)(cid:88)(cid:83)(cid:3)
(cid:77)(cid:81)(cid:84)(cid:86)(cid:83)(cid:90)(cid:73)(cid:3)(cid:71)(cid:80)(cid:77)(cid:73)(cid:82)(cid:88)(cid:3)(cid:73)(cid:92)(cid:84)(cid:73)(cid:86)(cid:77)(cid:73)(cid:82)(cid:71)(cid:73)(cid:19)(cid:3)(cid:38)(cid:3)(cid:82)(cid:73)(cid:91)(cid:3)(cid:83)(cid:82)(cid:80)(cid:77)(cid:82)(cid:73)(cid:3)(cid:69)(cid:71)(cid:71)(cid:83)(cid:89)(cid:82)(cid:88)(cid:3)(cid:84)(cid:80)(cid:69)(cid:88)(cid:74)(cid:83)(cid:86)(cid:81)(cid:3)(cid:77)(cid:82)(cid:3)(cid:23)(cid:21)(cid:23)(cid:22)(cid:3)(cid:91)(cid:77)(cid:80)(cid:80)(cid:3)(cid:70)(cid:86)(cid:77)(cid:82)(cid:75)(cid:3)
an enhanced user interface, ease of access, and greater capabilities for
clients, including account aggregation. The operational system upgrade will
(cid:73)(cid:82)(cid:76)(cid:69)(cid:82)(cid:71)(cid:73)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:84)(cid:86)(cid:83)(cid:72)(cid:89)(cid:71)(cid:88)(cid:77)(cid:90)(cid:77)(cid:88)(cid:93)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:73)(cid:509)(cid:71)(cid:77)(cid:73)(cid:82)(cid:71)(cid:93)(cid:3)(cid:74)(cid:83)(cid:86)(cid:3)(cid:69)(cid:82)(cid:3)(cid:77)(cid:81)(cid:84)(cid:86)(cid:83)(cid:90)(cid:73)(cid:72)(cid:3)(cid:71)(cid:80)(cid:77)(cid:73)(cid:82)(cid:88)(cid:3)(cid:73)(cid:92)(cid:84)(cid:73)(cid:86)(cid:77)(cid:73)(cid:82)(cid:71)(cid:73)(cid:19)
Client Wealth Assets
(2) Source: Boston Business Journal
Page 12
Business & Commercial Banking
With the economic challenges of the past year, loan asset quality was
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challenging economic periods. We believe in the mantra that “bad loans are
made in good times,” and this attention to sound underwriting standards
(cid:70)(cid:73)(cid:82)(cid:73)(cid:507)(cid:88)(cid:87)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:39)(cid:69)(cid:82)(cid:79)(cid:3)(cid:77)(cid:82)(cid:3)(cid:69)(cid:80)(cid:80)(cid:3)(cid:73)(cid:71)(cid:83)(cid:82)(cid:83)(cid:81)(cid:77)(cid:71)(cid:3)(cid:84)(cid:73)(cid:86)(cid:77)(cid:83)(cid:72)(cid:87)(cid:19)(cid:3)(cid:56)(cid:83)(cid:3)(cid:88)(cid:76)(cid:69)(cid:88)(cid:3)(cid:73)(cid:82)(cid:72)(cid:17)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:71)(cid:83)(cid:81)(cid:84)(cid:69)(cid:82)(cid:93)(cid:438)(cid:87)(cid:3)(cid:69)(cid:87)(cid:87)(cid:73)(cid:88)
(cid:85)(cid:89)(cid:69)(cid:80)(cid:77)(cid:88)(cid:93)(cid:3)(cid:86)(cid:73)(cid:81)(cid:69)(cid:77)(cid:82)(cid:73)(cid:72)(cid:3)(cid:87)(cid:89)(cid:84)(cid:73)(cid:86)(cid:70)(cid:3)(cid:77)(cid:82)(cid:3)(cid:23)(cid:21)(cid:23)(cid:21)(cid:3)(cid:91)(cid:77)(cid:88)(cid:76)(cid:3)(cid:82)(cid:73)(cid:88)(cid:3)(cid:71)(cid:76)(cid:69)(cid:86)(cid:75)(cid:73)(cid:18)(cid:83)(cid:506)(cid:87)(cid:3)(cid:83)(cid:74)(cid:3)(cid:21)(cid:19)(cid:21)(cid:22)(cid:9)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:83)(cid:88)(cid:69)(cid:80)(cid:3)(cid:80)(cid:83)(cid:69)(cid:82)(cid:87)(cid:3)
and non-performing assets to total assets of just 0.27%.
The commercial team tirelessly supported clients through the Small
(cid:39)(cid:89)(cid:87)(cid:77)(cid:82)(cid:73)(cid:87)(cid:87)(cid:3)(cid:38)(cid:72)(cid:81)(cid:77)(cid:82)(cid:77)(cid:87)(cid:88)(cid:86)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:438)(cid:87)(cid:3)(cid:53)(cid:69)(cid:93)(cid:71)(cid:76)(cid:73)(cid:71)(cid:79)(cid:3)(cid:53)(cid:86)(cid:83)(cid:88)(cid:73)(cid:71)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:53)(cid:86)(cid:83)(cid:75)(cid:86)(cid:69)(cid:81)(cid:3)(cid:13)(cid:53)(cid:53)(cid:53)(cid:14)(cid:19)(cid:3)(cid:52)(cid:89)(cid:86)(cid:3)(cid:69)(cid:71)(cid:71)(cid:83)(cid:89)(cid:82)(cid:88)(cid:3)
(cid:83)(cid:509)(cid:71)(cid:73)(cid:86)(cid:87)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:80)(cid:73)(cid:82)(cid:72)(cid:77)(cid:82)(cid:75)(cid:3)(cid:87)(cid:88)(cid:69)(cid:506)(cid:3)(cid:91)(cid:83)(cid:86)(cid:79)(cid:73)(cid:72)(cid:3)(cid:69)(cid:86)(cid:83)(cid:89)(cid:82)(cid:72)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:71)(cid:80)(cid:83)(cid:71)(cid:79)(cid:3)(cid:72)(cid:89)(cid:86)(cid:77)(cid:82)(cid:75)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:77)(cid:82)(cid:77)(cid:88)(cid:77)(cid:69)(cid:80)(cid:3)
stages of the program to provide almost 900 clients with approximately
(cid:7)(cid:23)(cid:21)(cid:21)(cid:3)(cid:81)(cid:77)(cid:80)(cid:80)(cid:77)(cid:83)(cid:82)(cid:3)(cid:77)(cid:82)(cid:3)(cid:74)(cid:89)(cid:82)(cid:72)(cid:77)(cid:82)(cid:75)(cid:17)(cid:3)(cid:70)(cid:73)(cid:82)(cid:73)(cid:507)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)(cid:69)(cid:82)(cid:3)(cid:73)(cid:87)(cid:88)(cid:77)(cid:81)(cid:69)(cid:88)(cid:73)(cid:72)(cid:3)(cid:22)(cid:28)(cid:17)(cid:21)(cid:21)(cid:21)(cid:3)(cid:80)(cid:83)(cid:71)(cid:69)(cid:80)(cid:3)(cid:78)(cid:83)(cid:70)(cid:87)(cid:19)(cid:3)(cid:56)(cid:76)(cid:73)
commercial team also worked diligently to support clients throughout
the year, particularly those impacted by the pandemic with payment
forbearance programs where needed.
(cid:38)(cid:87)(cid:77)(cid:72)(cid:73)(cid:3)(cid:74)(cid:86)(cid:83)(cid:81)(cid:3)(cid:84)(cid:69)(cid:82)(cid:72)(cid:73)(cid:81)(cid:77)(cid:71)(cid:18)(cid:86)(cid:73)(cid:80)(cid:69)(cid:88)(cid:73)(cid:72)(cid:3)(cid:69)(cid:71)(cid:88)(cid:77)(cid:90)(cid:77)(cid:88)(cid:77)(cid:73)(cid:87)(cid:17)(cid:3)(cid:80)(cid:83)(cid:69)(cid:82)(cid:3)(cid:83)(cid:86)(cid:77)(cid:75)(cid:77)(cid:82)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:91)(cid:69)(cid:87)(cid:3)(cid:86)(cid:83)(cid:70)(cid:89)(cid:87)(cid:88)(cid:3)(cid:77)(cid:82)(cid:3)
(cid:23)(cid:21)(cid:23)(cid:21)(cid:3)(cid:69)(cid:87)(cid:3)(cid:91)(cid:69)(cid:87)(cid:3)(cid:80)(cid:83)(cid:69)(cid:82)(cid:3)(cid:84)(cid:69)(cid:93)(cid:83)(cid:506)(cid:3)(cid:69)(cid:71)(cid:88)(cid:77)(cid:90)(cid:77)(cid:88)(cid:93)(cid:3)(cid:72)(cid:89)(cid:73)(cid:3)(cid:88)(cid:83)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:80)(cid:83)(cid:91)(cid:3)(cid:80)(cid:73)(cid:90)(cid:73)(cid:80)(cid:3)(cid:83)(cid:74)(cid:3)(cid:77)(cid:82)(cid:88)(cid:73)(cid:86)(cid:73)(cid:87)(cid:88)(cid:3)(cid:86)(cid:69)(cid:88)(cid:73)(cid:87)(cid:19)(cid:3)(cid:38)(cid:87)(cid:3)(cid:69)(cid:3)
result, excluding PPP lending and acquired balances, the commercial loan
portfolio fell by less than 1% in 2020. Last and certainly not least, business
deposit balances continued to grow during 2020, and as of year end
represented $1.5 billion, or 47% of core deposit balances.
Commercial Loans
Page 13
2020 Annual Report
Page 14
“
I am grateful to have a relationship with
such a strong, local financial institution.
— Woody Baum, CEO, (cid:52)(cid:46)(cid:3)(cid:46)(cid:82)(cid:74)(cid:89)(cid:87)(cid:77)(cid:83)(cid:82)(cid:17)(cid:3)(cid:53)(cid:83)(cid:86)(cid:88)(cid:87)(cid:81)(cid:83)(cid:89)(cid:88)(cid:76)(cid:17)(cid:3)(cid:51)(cid:45)
”
Residential & Consumer Lending
2020 was a year of incredible volume from the residential mortgage
team. We originated approximately $461 million in new loans, our largest
(cid:84)(cid:86)(cid:83)(cid:72)(cid:89)(cid:71)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:93)(cid:73)(cid:69)(cid:86)(cid:3)(cid:93)(cid:73)(cid:88)(cid:3)(cid:83)(cid:82)(cid:3)(cid:86)(cid:73)(cid:71)(cid:83)(cid:86)(cid:72)(cid:19)(cid:3)(cid:38)(cid:80)(cid:88)(cid:76)(cid:83)(cid:89)(cid:75)(cid:76)(cid:3)(cid:84)(cid:86)(cid:83)(cid:72)(cid:89)(cid:71)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:90)(cid:83)(cid:80)(cid:89)(cid:81)(cid:73)(cid:3)(cid:91)(cid:69)(cid:87)(cid:3)(cid:87)(cid:83)(cid:80)(cid:77)(cid:72)(cid:17)
(cid:88)(cid:76)(cid:73)(cid:3)(cid:69)(cid:71)(cid:88)(cid:77)(cid:90)(cid:73)(cid:3)(cid:86)(cid:73)(cid:507)(cid:82)(cid:69)(cid:82)(cid:71)(cid:73)(cid:3)(cid:81)(cid:69)(cid:86)(cid:79)(cid:73)(cid:88)(cid:3)(cid:71)(cid:86)(cid:73)(cid:69)(cid:88)(cid:73)(cid:72)(cid:3)(cid:87)(cid:77)(cid:75)(cid:82)(cid:77)(cid:507)(cid:71)(cid:69)(cid:82)(cid:88)(cid:3)(cid:80)(cid:83)(cid:69)(cid:82)(cid:3)(cid:84)(cid:69)(cid:93)(cid:83)(cid:506)(cid:3)(cid:69)(cid:71)(cid:88)(cid:77)(cid:90)(cid:77)(cid:88)(cid:93)(cid:3)(cid:88)(cid:76)(cid:69)(cid:88)(cid:3)
reduced the organic growth of the portfolio during the year. The strength
of the local economy and a continued troubling housing shortage have
contributed to strong demand for housing stock, supporting prices
regardless of the recession.
Further, asset quality within our consumer portfolios remained exceptional
throughout the year, and we helped more than 130 borrowers who needed
payment assistance as a result of the pandemic.
“We originated approximately $461 million in new
loans, our largest production year yet on record.”
Page 15
Deposits
(cid:40)(cid:83)(cid:86)(cid:73)(cid:3)(cid:72)(cid:73)(cid:84)(cid:83)(cid:87)(cid:77)(cid:88)(cid:87)(cid:17)(cid:3)(cid:91)(cid:76)(cid:77)(cid:71)(cid:76)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:71)(cid:83)(cid:81)(cid:84)(cid:69)(cid:82)(cid:93)(cid:3)(cid:72)(cid:73)(cid:507)(cid:82)(cid:73)(cid:87)(cid:3)(cid:69)(cid:87)(cid:3)(cid:69)(cid:80)(cid:80)(cid:3)(cid:72)(cid:73)(cid:84)(cid:83)(cid:87)(cid:77)(cid:88)(cid:87)(cid:3)(cid:83)(cid:88)(cid:76)(cid:73)(cid:86)(cid:3)(cid:88)(cid:76)(cid:69)(cid:82)(cid:3)
(cid:71)(cid:73)(cid:86)(cid:88)(cid:77)(cid:507)(cid:71)(cid:69)(cid:88)(cid:73)(cid:87)(cid:3)(cid:83)(cid:74)(cid:3)(cid:72)(cid:73)(cid:84)(cid:83)(cid:87)(cid:77)(cid:88)(cid:17)(cid:3)(cid:77)(cid:82)(cid:71)(cid:86)(cid:73)(cid:69)(cid:87)(cid:73)(cid:72)(cid:3)(cid:70)(cid:93)(cid:3)(cid:7)(cid:30)(cid:28)(cid:22)(cid:19)(cid:28)(cid:3)(cid:81)(cid:77)(cid:80)(cid:80)(cid:77)(cid:83)(cid:82)(cid:17)(cid:3)(cid:83)(cid:86)(cid:3)(cid:25)(cid:25)(cid:19)(cid:27)(cid:9)(cid:17)(cid:3)(cid:88)(cid:83)(cid:3)(cid:7)(cid:24)(cid:19)(cid:22)(cid:3)(cid:70)(cid:77)(cid:80)(cid:80)(cid:77)(cid:83)(cid:82)(cid:3)
in 2020. Excluding the impact of the Wellesley merger, organic growth in
core deposits was $422.9 million, or 19.4% last year. In fact, core deposits
represented 93% of total deposits in 2020.
(cid:56)(cid:83)(cid:3)(cid:88)(cid:76)(cid:69)(cid:88)(cid:3)(cid:73)(cid:82)(cid:72)(cid:17)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:70)(cid:69)(cid:82)(cid:79)(cid:77)(cid:82)(cid:75)(cid:3)(cid:83)(cid:509)(cid:71)(cid:73)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:86)(cid:73)(cid:80)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:87)(cid:76)(cid:77)(cid:84)(cid:3)(cid:70)(cid:69)(cid:82)(cid:79)(cid:77)(cid:82)(cid:75)(cid:3)(cid:88)(cid:73)(cid:69)(cid:81)(cid:87)(cid:3)(cid:91)(cid:83)(cid:86)(cid:79)(cid:73)(cid:72)(cid:3)
tirelessly throughout the year to support new and existing client
(cid:86)(cid:73)(cid:80)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:87)(cid:76)(cid:77)(cid:84)(cid:87)(cid:19)(cid:3)(cid:38)(cid:72)(cid:72)(cid:77)(cid:88)(cid:77)(cid:83)(cid:82)(cid:69)(cid:80)(cid:80)(cid:93)(cid:17)(cid:3)(cid:91)(cid:73)(cid:3)(cid:73)(cid:87)(cid:88)(cid:69)(cid:70)(cid:80)(cid:77)(cid:87)(cid:76)(cid:73)(cid:72)(cid:3)(cid:69)(cid:82)(cid:3)(cid:83)(cid:82)(cid:80)(cid:77)(cid:82)(cid:73)(cid:3)(cid:69)(cid:84)(cid:84)(cid:83)(cid:77)(cid:82)(cid:88)(cid:81)(cid:73)(cid:82)(cid:88)(cid:3)
scheduling service to minimize wait times for in-person, phone, or virtual
(cid:81)(cid:73)(cid:73)(cid:88)(cid:77)(cid:82)(cid:75)(cid:87)(cid:3)(cid:91)(cid:77)(cid:88)(cid:76)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:70)(cid:69)(cid:82)(cid:79)(cid:73)(cid:86)(cid:87)(cid:19)(cid:3)(cid:40)(cid:80)(cid:77)(cid:73)(cid:82)(cid:88)(cid:87)(cid:3)(cid:82)(cid:83)(cid:91)(cid:3)(cid:76)(cid:69)(cid:90)(cid:73)(cid:3)(cid:69)(cid:71)(cid:71)(cid:73)(cid:87)(cid:87)(cid:3)(cid:88)(cid:83)(cid:3)(cid:23)(cid:22)(cid:3)(cid:70)(cid:69)(cid:82)(cid:79)(cid:77)(cid:82)(cid:75)(cid:3)(cid:83)(cid:509)(cid:71)(cid:73)(cid:87)
(cid:69)(cid:71)(cid:86)(cid:83)(cid:87)(cid:87)(cid:3)(cid:50)(cid:69)(cid:87)(cid:87)(cid:69)(cid:71)(cid:76)(cid:89)(cid:87)(cid:73)(cid:88)(cid:88)(cid:87)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:87)(cid:83)(cid:89)(cid:88)(cid:76)(cid:73)(cid:86)(cid:82)(cid:3)(cid:51)(cid:73)(cid:91)(cid:3)(cid:45)(cid:69)(cid:81)(cid:84)(cid:87)(cid:76)(cid:77)(cid:86)(cid:73)(cid:3)(cid:69)(cid:82)(cid:72)(cid:17)(cid:3)(cid:73)(cid:90)(cid:73)(cid:82)(cid:3)(cid:88)(cid:76)(cid:83)(cid:89)(cid:75)(cid:76)(cid:3)
we are observing COVID-19 safety protocols, clients continue to have
multiple avenues to bank with us.
Client Deposits
2020 Annual Report
Page 16
Our Board of Directors
We welcomed new leadership to our Board of Directors to continue the work
of those who have left us.
I want to thank two independent directors who retired in 2020 for their
years of service and dedication: Linda Whitlock, who served as director for
(cid:22)(cid:29)(cid:3)(cid:93)(cid:73)(cid:69)(cid:86)(cid:87)(cid:17)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:8)(cid:69)(cid:86)(cid:69)(cid:76)(cid:3)(cid:44)(cid:86)(cid:73)(cid:73)(cid:82)(cid:17)(cid:3)(cid:91)(cid:76)(cid:83)(cid:3)(cid:87)(cid:73)(cid:86)(cid:90)(cid:73)(cid:72)(cid:3)(cid:69)(cid:87)(cid:3)(cid:72)(cid:77)(cid:86)(cid:73)(cid:71)(cid:88)(cid:83)(cid:86)(cid:3)(cid:74)(cid:83)(cid:86)(cid:3)(cid:27)(cid:3)(cid:93)(cid:73)(cid:69)(cid:86)(cid:87)(cid:19)(cid:3)(cid:46)(cid:82)(cid:3)(cid:84)(cid:69)(cid:86)(cid:88)(cid:77)(cid:71)(cid:89)(cid:80)(cid:69)(cid:86)(cid:17)(cid:3)
(cid:46)(cid:3)(cid:91)(cid:69)(cid:82)(cid:88)(cid:3)(cid:88)(cid:83)(cid:3)(cid:84)(cid:73)(cid:86)(cid:87)(cid:83)(cid:82)(cid:69)(cid:80)(cid:80)(cid:93)(cid:3)(cid:88)(cid:76)(cid:69)(cid:82)(cid:79)(cid:3)(cid:49)(cid:77)(cid:82)(cid:72)(cid:69)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:8)(cid:69)(cid:86)(cid:69)(cid:76)(cid:3)(cid:74)(cid:83)(cid:86)(cid:3)(cid:88)(cid:76)(cid:73)(cid:77)(cid:86)(cid:3)(cid:87)(cid:77)(cid:75)(cid:82)(cid:77)(cid:507)(cid:71)(cid:69)(cid:82)(cid:88)(cid:3)(cid:80)(cid:73)(cid:69)(cid:72)(cid:73)(cid:86)(cid:87)(cid:76)(cid:77)(cid:84)(cid:3)
(cid:86)(cid:83)(cid:80)(cid:73)(cid:87)(cid:3)(cid:69)(cid:87)(cid:3)(cid:49)(cid:73)(cid:69)(cid:72)(cid:3)(cid:41)(cid:77)(cid:86)(cid:73)(cid:71)(cid:88)(cid:83)(cid:86)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:40)(cid:76)(cid:69)(cid:77)(cid:86)(cid:87)(cid:3)(cid:83)(cid:74)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:40)(cid:83)(cid:86)(cid:84)(cid:83)(cid:86)(cid:69)(cid:88)(cid:73)(cid:3)(cid:44)(cid:83)(cid:90)(cid:73)(cid:86)(cid:82)(cid:69)(cid:82)(cid:71)(cid:73)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:38)(cid:89)(cid:72)(cid:77)(cid:88)(cid:3)
(cid:40)(cid:83)(cid:81)(cid:81)(cid:77)(cid:88)(cid:88)(cid:73)(cid:73)(cid:87)(cid:17)(cid:3)(cid:86)(cid:73)(cid:87)(cid:84)(cid:73)(cid:71)(cid:88)(cid:77)(cid:90)(cid:73)(cid:80)(cid:93)(cid:17)(cid:3)(cid:72)(cid:89)(cid:86)(cid:77)(cid:82)(cid:75)(cid:3)(cid:88)(cid:76)(cid:73)(cid:77)(cid:86)(cid:3)(cid:88)(cid:73)(cid:82)(cid:89)(cid:86)(cid:73)(cid:87)(cid:19)(cid:3)(cid:38)(cid:87)(cid:3)(cid:69)(cid:3)(cid:86)(cid:73)(cid:87)(cid:89)(cid:80)(cid:88)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)
Wellesley Bank merger, the board also added two new independent
(cid:72)(cid:77)(cid:86)(cid:73)(cid:71)(cid:88)(cid:83)(cid:86)(cid:87)(cid:17)(cid:3)(cid:8)(cid:77)(cid:81)(cid:83)(cid:82)(cid:3)(cid:44)(cid:73)(cid:86)(cid:80)(cid:77)(cid:82)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:48)(cid:69)(cid:88)(cid:76)(cid:86)(cid:93)(cid:82)(cid:3)(cid:45)(cid:77)(cid:82)(cid:72)(cid:73)(cid:86)(cid:76)(cid:83)(cid:74)(cid:73)(cid:86)(cid:17)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:56)(cid:76)(cid:83)(cid:81)(cid:69)(cid:87)(cid:3)(cid:43)(cid:83)(cid:82)(cid:88)(cid:69)(cid:77)(cid:82)(cid:73)(cid:3)(cid:69)(cid:87)
a non-independent director.
(cid:46)(cid:82)(cid:3)(cid:80)(cid:69)(cid:88)(cid:73)(cid:3)(cid:23)(cid:21)(cid:23)(cid:21)(cid:17)(cid:3)(cid:50)(cid:69)(cid:86)(cid:79)(cid:3)(cid:56)(cid:76)(cid:83)(cid:81)(cid:84)(cid:87)(cid:83)(cid:82)(cid:3)(cid:69)(cid:82)(cid:82)(cid:83)(cid:89)(cid:82)(cid:71)(cid:73)(cid:72)(cid:3)(cid:76)(cid:77)(cid:87)(cid:3)(cid:86)(cid:73)(cid:88)(cid:77)(cid:86)(cid:73)(cid:81)(cid:73)(cid:82)(cid:88)(cid:3)(cid:69)(cid:74)(cid:88)(cid:73)(cid:86)(cid:3)(cid:74)(cid:83)(cid:89)(cid:86)(cid:3)(cid:72)(cid:73)(cid:71)(cid:69)(cid:72)(cid:73)(cid:87)(cid:3)
(cid:83)(cid:74)(cid:3)(cid:73)(cid:92)(cid:71)(cid:73)(cid:84)(cid:88)(cid:77)(cid:83)(cid:82)(cid:69)(cid:80)(cid:3)(cid:80)(cid:73)(cid:69)(cid:72)(cid:73)(cid:86)(cid:87)(cid:76)(cid:77)(cid:84)(cid:3)(cid:77)(cid:82)(cid:3)(cid:84)(cid:86)(cid:77)(cid:90)(cid:69)(cid:88)(cid:73)(cid:3)(cid:70)(cid:69)(cid:82)(cid:79)(cid:77)(cid:82)(cid:75)(cid:19)(cid:3)(cid:38)(cid:87)(cid:3)(cid:53)(cid:86)(cid:73)(cid:87)(cid:77)(cid:72)(cid:73)(cid:82)(cid:88)(cid:3)(cid:83)(cid:74)(cid:3)(cid:40)(cid:69)(cid:81)(cid:70)(cid:86)(cid:77)(cid:72)(cid:75)(cid:73)(cid:3)(cid:56)(cid:86)(cid:89)(cid:87)(cid:88)(cid:3)
for the past three years, he brought valued experience and expertise to our
(cid:88)(cid:73)(cid:69)(cid:81)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:88)(cid:83)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:71)(cid:80)(cid:77)(cid:73)(cid:82)(cid:88)(cid:87)(cid:19)(cid:3)(cid:50)(cid:69)(cid:86)(cid:79)(cid:3)(cid:56)(cid:76)(cid:83)(cid:81)(cid:84)(cid:87)(cid:83)(cid:82)(cid:3)(cid:71)(cid:83)(cid:82)(cid:88)(cid:77)(cid:82)(cid:89)(cid:73)(cid:87)(cid:3)(cid:76)(cid:77)(cid:87)(cid:3)(cid:86)(cid:83)(cid:80)(cid:73)(cid:3)(cid:69)(cid:87)(cid:3)(cid:72)(cid:77)(cid:86)(cid:73)(cid:71)(cid:88)(cid:83)(cid:86)(cid:3)(cid:83)(cid:82)
the board for the remainder of his term and continues to lead the Cambridge
(cid:56)(cid:86)(cid:89)(cid:87)(cid:88)(cid:3)(cid:38)(cid:72)(cid:90)(cid:77)(cid:87)(cid:83)(cid:86)(cid:93)(cid:3)(cid:39)(cid:83)(cid:69)(cid:86)(cid:72)(cid:19)(cid:3)(cid:52)(cid:82)(cid:3)(cid:70)(cid:73)(cid:76)(cid:69)(cid:80)(cid:74)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:40)(cid:69)(cid:81)(cid:70)(cid:86)(cid:77)(cid:72)(cid:75)(cid:73)(cid:3)(cid:56)(cid:86)(cid:89)(cid:87)(cid:88)(cid:3)(cid:88)(cid:73)(cid:69)(cid:81)(cid:17)(cid:3)(cid:46)(cid:3)(cid:88)(cid:76)(cid:69)(cid:82)(cid:79)(cid:3)(cid:76)(cid:77)(cid:81)(cid:3)(cid:74)(cid:83)(cid:86)(cid:3)
his service and wish him well in his retirement.
We were saddened to learn of the passing of former director Leo H. Dworsky in
2020. Leo was a member of the Board of Directors for 37 years and contributed
greatly to our success. Leo showed a great fondness for Cambridge Trust and
attended director events until recently. He will be missed.
Page 17
2020 Annual Report
“I enter 2021 confident in Cambridge Trust’s
long-term prospects for future growth.”
Closing Thoughts
(cid:38)(cid:74)(cid:88)(cid:73)(cid:86)(cid:3)(cid:69)(cid:3)(cid:93)(cid:73)(cid:69)(cid:86)(cid:3)(cid:83)(cid:74)(cid:3)(cid:71)(cid:76)(cid:69)(cid:80)(cid:80)(cid:73)(cid:82)(cid:75)(cid:73)(cid:87)(cid:3)(cid:82)(cid:83)(cid:88)(cid:3)(cid:87)(cid:73)(cid:73)(cid:82)(cid:3)(cid:77)(cid:82)(cid:3)(cid:81)(cid:83)(cid:86)(cid:73)(cid:3)(cid:88)(cid:76)(cid:69)(cid:82)(cid:3)(cid:69)(cid:3)(cid:75)(cid:73)(cid:82)(cid:73)(cid:86)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:17)(cid:3)(cid:23)(cid:21)(cid:23)(cid:22)(cid:3)(cid:77)(cid:87)(cid:3)
expected to bring short-term headwinds as vaccines and therapeutics begin
(cid:88)(cid:76)(cid:73)(cid:3)(cid:80)(cid:83)(cid:82)(cid:75)(cid:3)(cid:507)(cid:75)(cid:76)(cid:88)(cid:3)(cid:70)(cid:69)(cid:71)(cid:79)(cid:3)(cid:69)(cid:75)(cid:69)(cid:77)(cid:82)(cid:87)(cid:88)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:40)(cid:52)(cid:58)(cid:46)(cid:41)(cid:18)(cid:22)(cid:30)(cid:3)(cid:84)(cid:69)(cid:82)(cid:72)(cid:73)(cid:81)(cid:77)(cid:71)(cid:19)(cid:3)(cid:56)(cid:76)(cid:77)(cid:87)(cid:3)(cid:86)(cid:83)(cid:69)(cid:72)(cid:3)(cid:88)(cid:83)(cid:3)(cid:86)(cid:73)(cid:71)(cid:83)(cid:90)(cid:73)(cid:86)(cid:93)
comes with additional challenges, including a low interest rate environment.
(cid:41)(cid:73)(cid:87)(cid:84)(cid:77)(cid:88)(cid:73)(cid:3)(cid:88)(cid:76)(cid:73)(cid:87)(cid:73)(cid:3)(cid:71)(cid:83)(cid:82)(cid:72)(cid:77)(cid:88)(cid:77)(cid:83)(cid:82)(cid:87)(cid:17)(cid:3)(cid:40)(cid:69)(cid:81)(cid:70)(cid:86)(cid:77)(cid:72)(cid:75)(cid:73)(cid:3)(cid:56)(cid:86)(cid:89)(cid:87)(cid:88)(cid:438)(cid:87)(cid:3)(cid:73)(cid:506)(cid:83)(cid:86)(cid:88)(cid:87)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:69)(cid:71)(cid:76)(cid:77)(cid:73)(cid:90)(cid:73)(cid:81)(cid:73)(cid:82)(cid:88)(cid:87)(cid:3)(cid:77)(cid:82)(cid:3)
2020 serve as proof of our strong position for long-term success. We helped
clients weather the storm and ensured that they could rely on us throughout
the challenges of the pandemic, while completing a merger that expanded
our footprint and capabilities.
(cid:46)(cid:82)(cid:3)(cid:23)(cid:21)(cid:23)(cid:22)(cid:17)(cid:3)(cid:91)(cid:73)(cid:3)(cid:80)(cid:83)(cid:83)(cid:79)(cid:3)(cid:88)(cid:83)(cid:3)(cid:71)(cid:83)(cid:82)(cid:88)(cid:77)(cid:82)(cid:89)(cid:73)(cid:3)(cid:88)(cid:83)(cid:3)(cid:70)(cid:89)(cid:77)(cid:80)(cid:72)(cid:3)(cid:89)(cid:84)(cid:83)(cid:82)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:80)(cid:73)(cid:75)(cid:69)(cid:71)(cid:93)(cid:3)(cid:83)(cid:74)(cid:3)(cid:507)(cid:82)(cid:69)(cid:82)(cid:71)(cid:77)(cid:69)(cid:80)(cid:3)(cid:87)(cid:88)(cid:86)(cid:73)(cid:82)(cid:75)(cid:88)(cid:76)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)
credibility. This focus begins with always doing what is in the best interest of
our clients by bringing them contemporary private banking expertise across
each of our businesses, namely wealth management, depository services,
and lending.
I am proud of our heritage and the foundation of trust on which we built
(cid:89)(cid:84)(cid:83)(cid:82)(cid:3)(cid:88)(cid:76)(cid:77)(cid:87)(cid:3)(cid:84)(cid:69)(cid:87)(cid:88)(cid:3)(cid:93)(cid:73)(cid:69)(cid:86)(cid:17)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:46)(cid:3)(cid:73)(cid:82)(cid:88)(cid:73)(cid:86)(cid:3)(cid:23)(cid:21)(cid:23)(cid:22)(cid:3)(cid:71)(cid:83)(cid:82)(cid:507)(cid:72)(cid:73)(cid:82)(cid:88)(cid:3)(cid:77)(cid:82)(cid:3)(cid:40)(cid:69)(cid:81)(cid:70)(cid:86)(cid:77)(cid:72)(cid:75)(cid:73)(cid:3)(cid:56)(cid:86)(cid:89)(cid:87)(cid:88)(cid:438)(cid:87)(cid:3)
long-term prospects for future growth. I thank my colleagues for their
(cid:77)(cid:82)(cid:71)(cid:86)(cid:73)(cid:72)(cid:77)(cid:70)(cid:80)(cid:73)(cid:3)(cid:73)(cid:506)(cid:83)(cid:86)(cid:88)(cid:87)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:71)(cid:83)(cid:81)(cid:81)(cid:77)(cid:88)(cid:81)(cid:73)(cid:82)(cid:88)(cid:87)(cid:3)(cid:88)(cid:76)(cid:69)(cid:88)(cid:3)(cid:76)(cid:69)(cid:90)(cid:73)(cid:3)(cid:70)(cid:86)(cid:83)(cid:89)(cid:75)(cid:76)(cid:88)(cid:3)(cid:89)(cid:87)(cid:3)(cid:76)(cid:73)(cid:86)(cid:73)(cid:17)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:46)(cid:3)(cid:88)(cid:76)(cid:69)(cid:82)(cid:79)
you for your continued trust and support.
(cid:41)(cid:73)(cid:82)(cid:77)(cid:87)(cid:3)(cid:48)(cid:19)(cid:3)(cid:8)(cid:76)(cid:73)(cid:69)(cid:76)(cid:69)(cid:82)
(cid:40)(cid:76)(cid:69)(cid:77)(cid:86)(cid:81)(cid:69)(cid:82)(cid:17)(cid:3)(cid:53)(cid:86)(cid:73)(cid:87)(cid:77)(cid:72)(cid:73)(cid:82)(cid:88)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:40)(cid:76)(cid:77)(cid:73)(cid:74)(cid:3)(cid:42)(cid:92)(cid:73)(cid:71)(cid:89)(cid:88)(cid:77)(cid:90)(cid:73)(cid:3)(cid:52)(cid:509)(cid:71)(cid:73)(cid:86)
(cid:50)(cid:69)(cid:86)(cid:71)(cid:76)(cid:3)(cid:22)(cid:26)(cid:17)(cid:3)(cid:23)(cid:21)(cid:23)(cid:22)
Page 18
(cid:44)(cid:38)(cid:38)(cid:53)(cid:3)(cid:88)(cid:83)(cid:3)(cid:51)(cid:83)(cid:82)(cid:18)(cid:44)(cid:38)(cid:38)(cid:53)(cid:3)(cid:55)(cid:73)(cid:71)(cid:83)(cid:82)(cid:71)(cid:77)(cid:80)(cid:77)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)
(Dollars in thousands except per share data)
(cid:15)(cid:8)(cid:88)(cid:69)(cid:88)(cid:73)(cid:81)(cid:73)(cid:82)(cid:88)(cid:3)(cid:83)(cid:82)(cid:3)(cid:51)(cid:83)(cid:82)(cid:18)(cid:44)(cid:38)(cid:38)(cid:53)(cid:3)(cid:50)(cid:73)(cid:69)(cid:87)(cid:89)(cid:86)(cid:73)(cid:87)(cid:31)(cid:3)(cid:56)(cid:76)(cid:73)(cid:3)(cid:40)(cid:83)(cid:81)(cid:84)(cid:69)(cid:82)(cid:93)(cid:3)(cid:70)(cid:73)(cid:80)(cid:77)(cid:73)(cid:90)(cid:73)(cid:87)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:84)(cid:86)(cid:73)(cid:87)(cid:73)(cid:82)(cid:88)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:74)(cid:83)(cid:80)(cid:80)(cid:83)(cid:91)(cid:77)(cid:82)(cid:75)(cid:3)(cid:82)(cid:83)(cid:82)(cid:18)(cid:44)(cid:38)(cid:38)(cid:53)(cid:3)(cid:507)(cid:82)(cid:69)(cid:82)(cid:71)(cid:77)(cid:69)(cid:80)(cid:3)(cid:81)(cid:73)(cid:69)(cid:87)(cid:89)(cid:86)(cid:73)(cid:87)(cid:3)(cid:84)(cid:86)(cid:83)(cid:90)(cid:77)(cid:72)(cid:73)(cid:87)(cid:3)(cid:89)(cid:87)(cid:73)(cid:74)(cid:89)(cid:80)(cid:3)
(cid:87)(cid:89)(cid:84)(cid:84)(cid:80)(cid:73)(cid:81)(cid:73)(cid:82)(cid:88)(cid:69)(cid:80)(cid:3)(cid:77)(cid:82)(cid:74)(cid:83)(cid:86)(cid:81)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:88)(cid:76)(cid:69)(cid:88)(cid:3)(cid:77)(cid:87)(cid:3)(cid:73)(cid:87)(cid:87)(cid:73)(cid:82)(cid:88)(cid:77)(cid:69)(cid:80)(cid:3)(cid:88)(cid:83)(cid:3)(cid:69)(cid:82)(cid:3)(cid:77)(cid:82)(cid:90)(cid:73)(cid:87)(cid:88)(cid:83)(cid:86)(cid:438)(cid:87)(cid:3)(cid:84)(cid:86)(cid:83)(cid:84)(cid:73)(cid:86)(cid:3)(cid:89)(cid:82)(cid:72)(cid:73)(cid:86)(cid:87)(cid:88)(cid:69)(cid:82)(cid:72)(cid:77)(cid:82)(cid:75)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:86)(cid:73)(cid:87)(cid:89)(cid:80)(cid:88)(cid:87)(cid:3)(cid:83)(cid:74)(cid:3)(cid:83)(cid:84)(cid:73)(cid:86)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:87)(cid:3)(cid:69)(cid:82)(cid:72)(cid:3)(cid:507)(cid:82)(cid:69)(cid:82)(cid:71)(cid:77)(cid:69)(cid:80)(cid:3)(cid:71)(cid:83)(cid:82)(cid:72)(cid:77)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:40)(cid:83)(cid:81)(cid:84)(cid:69)(cid:82)(cid:93)(cid:19)(cid:3)
(cid:50)(cid:69)(cid:82)(cid:69)(cid:75)(cid:73)(cid:81)(cid:73)(cid:82)(cid:88)(cid:3)(cid:89)(cid:87)(cid:73)(cid:87)(cid:3)(cid:82)(cid:83)(cid:82)(cid:18)(cid:44)(cid:38)(cid:38)(cid:53)(cid:3)(cid:507)(cid:82)(cid:69)(cid:82)(cid:71)(cid:77)(cid:69)(cid:80)(cid:3)(cid:81)(cid:73)(cid:69)(cid:87)(cid:89)(cid:86)(cid:73)(cid:87)(cid:3)(cid:77)(cid:82)(cid:3)(cid:77)(cid:88)(cid:87)(cid:3)(cid:69)(cid:82)(cid:69)(cid:80)(cid:93)(cid:87)(cid:77)(cid:87)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:40)(cid:83)(cid:81)(cid:84)(cid:69)(cid:82)(cid:93)(cid:438)(cid:87)(cid:3)(cid:84)(cid:73)(cid:86)(cid:74)(cid:83)(cid:86)(cid:81)(cid:69)(cid:82)(cid:71)(cid:73)(cid:19)(cid:3)(cid:56)(cid:76)(cid:73)(cid:87)(cid:73)(cid:3)(cid:82)(cid:83)(cid:82)(cid:18)(cid:44)(cid:38)(cid:38)(cid:53)(cid:3)(cid:81)(cid:73)(cid:69)(cid:87)(cid:89)(cid:86)(cid:73)(cid:87)(cid:3)(cid:87)(cid:76)(cid:83)(cid:89)(cid:80)(cid:72)(cid:3)(cid:82)(cid:83)(cid:88)(cid:3)(cid:70)(cid:73)(cid:3)(cid:90)(cid:77)(cid:73)(cid:91)(cid:73)(cid:72)(cid:3)(cid:69)(cid:87)(cid:3)
(cid:87)(cid:89)(cid:70)(cid:87)(cid:88)(cid:77)(cid:88)(cid:89)(cid:88)(cid:73)(cid:87)(cid:3)(cid:74)(cid:83)(cid:86)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:507)(cid:82)(cid:69)(cid:82)(cid:71)(cid:77)(cid:69)(cid:80)(cid:3)(cid:81)(cid:73)(cid:69)(cid:87)(cid:89)(cid:86)(cid:73)(cid:87)(cid:3)(cid:72)(cid:73)(cid:88)(cid:73)(cid:86)(cid:81)(cid:77)(cid:82)(cid:73)(cid:72)(cid:3)(cid:77)(cid:82)(cid:3)(cid:69)(cid:71)(cid:71)(cid:83)(cid:86)(cid:72)(cid:69)(cid:82)(cid:71)(cid:73)(cid:3)(cid:91)(cid:77)(cid:88)(cid:76)(cid:3)(cid:44)(cid:38)(cid:38)(cid:53)(cid:17)(cid:3)(cid:82)(cid:83)(cid:86)(cid:3)(cid:69)(cid:86)(cid:73)(cid:3)(cid:88)(cid:76)(cid:73)(cid:93)(cid:3)(cid:82)(cid:73)(cid:71)(cid:73)(cid:87)(cid:87)(cid:69)(cid:86)(cid:77)(cid:80)(cid:93)(cid:3)(cid:71)(cid:83)(cid:81)(cid:84)(cid:69)(cid:86)(cid:69)(cid:70)(cid:80)(cid:73)(cid:3)(cid:88)(cid:83)(cid:3)(cid:82)(cid:83)(cid:82)(cid:18)(cid:44)(cid:38)(cid:38)(cid:53)(cid:3)(cid:84)(cid:73)(cid:86)(cid:74)(cid:83)(cid:86)(cid:81)(cid:69)(cid:82)(cid:71)(cid:73)(cid:3)(cid:81)(cid:73)(cid:69)(cid:87)(cid:89)(cid:86)(cid:73)(cid:87)(cid:3)
(cid:88)(cid:76)(cid:69)(cid:88)(cid:3)(cid:81)(cid:69)(cid:93)(cid:3)(cid:70)(cid:73)(cid:3)(cid:84)(cid:86)(cid:73)(cid:87)(cid:73)(cid:82)(cid:88)(cid:73)(cid:72)(cid:3)(cid:70)(cid:93)(cid:3)(cid:83)(cid:88)(cid:76)(cid:73)(cid:86)(cid:3)(cid:71)(cid:83)(cid:81)(cid:84)(cid:69)(cid:82)(cid:77)(cid:73)(cid:87)(cid:19)(cid:3)(cid:53)(cid:80)(cid:73)(cid:69)(cid:87)(cid:73)(cid:3)(cid:87)(cid:73)(cid:73)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:74)(cid:83)(cid:80)(cid:80)(cid:83)(cid:91)(cid:77)(cid:82)(cid:75)(cid:3)(cid:88)(cid:69)(cid:70)(cid:80)(cid:73)(cid:87)(cid:3)(cid:74)(cid:83)(cid:86)(cid:3)(cid:69)(cid:3)(cid:86)(cid:73)(cid:71)(cid:83)(cid:82)(cid:71)(cid:77)(cid:80)(cid:77)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:83)(cid:74)(cid:3)(cid:87)(cid:89)(cid:71)(cid:76)(cid:3)(cid:82)(cid:83)(cid:82)(cid:18)(cid:44)(cid:38)(cid:38)(cid:53)(cid:3)(cid:507)(cid:82)(cid:69)(cid:82)(cid:71)(cid:77)(cid:69)(cid:80)(cid:3)(cid:81)(cid:73)(cid:69)(cid:87)(cid:89)(cid:86)(cid:73)(cid:87)(cid:3)(cid:88)(cid:83)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:81)(cid:83)(cid:87)(cid:88)
(cid:72)(cid:77)(cid:86)(cid:73)(cid:71)(cid:88)(cid:80)(cid:93)(cid:3)(cid:71)(cid:83)(cid:81)(cid:84)(cid:69)(cid:86)(cid:69)(cid:70)(cid:80)(cid:73)(cid:3)(cid:44)(cid:38)(cid:38)(cid:53)(cid:3)(cid:81)(cid:73)(cid:69)(cid:87)(cid:89)(cid:86)(cid:73)(cid:19)
For the Year-Ended December 31
2020
2019
2018
(cid:52)(cid:84)(cid:73)(cid:86)(cid:69)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)(cid:51)(cid:73)(cid:88)(cid:3)(cid:46)(cid:82)(cid:71)(cid:83)(cid:81)(cid:73)(cid:3)(cid:20)(cid:3)(cid:52)(cid:84)(cid:73)(cid:86)(cid:69)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)(cid:41)(cid:77)(cid:80)(cid:89)(cid:88)(cid:73)(cid:72)(cid:3)(cid:42)(cid:69)(cid:86)(cid:82)(cid:77)(cid:82)(cid:75)(cid:87)(cid:3)(cid:53)(cid:73)(cid:86)(cid:3)(cid:8)(cid:76)(cid:69)(cid:86)(cid:73)
Net (Loss) Income (a GAAP measure)
Add: Merger and Capital issuance expenses
Add: (Gain) Loss on disposition of investment securities
Add: Provision established for acquired Wellesley loans
(cid:36)(cid:71)(cid:71)(cid:29)(cid:3)(cid:3)(cid:37)(cid:85)(cid:68)(cid:81)(cid:70)(cid:75)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:73)(cid:191)(cid:70)(cid:72)(cid:3)(cid:70)(cid:79)(cid:82)(cid:86)(cid:88)(cid:85)(cid:72)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:81)(cid:86)(cid:72)(cid:86)
Tax effect of non-operating adjustments (1)
Operating Net Income (a non-GAAP measure)
Less: Dividends and Undistributed Earnings Allocated to Participating Securities (GAAP)
Operating Income Applicable to Common Shareholders (a non-GAAP measure)
Weighted Average Diluted Shares
Operating Diluted Earnings Per Share (a non-GAAP measure)
$
31,959
$
25,257
$
23,881
6,368
(69)
8,638
1,244
(4,270)
43,870
(64)
43,806
6,344,409
6.90
$
$
$
4,721
79
—
—
(901)
201
(2)
—
—
(56)
$
$
$
29,156
$
24,024
(243)
(239)
28,913
$
23,785
4,661,720
4,098,633
6.20
$
5.80
Operating Return on Average Assets: (2)
Operating Net Income (a non-GAAP measure)
Average assets
$
43,870
$
29,156
$ 3,523,249
$ 2,600,316
$
$
24,024
1,980,580
Operating Return on Average Assets (a non-GAAP measure)
1.25%
1.12%
1.21%
(1) (cid:56)(cid:76)(cid:73)(cid:3)(cid:82)(cid:73)(cid:88)(cid:3)(cid:88)(cid:69)(cid:92)(cid:3)(cid:70)(cid:73)(cid:82)(cid:73)(cid:507)(cid:88)(cid:3)(cid:69)(cid:87)(cid:87)(cid:83)(cid:71)(cid:77)(cid:69)(cid:88)(cid:73)(cid:72)(cid:3)(cid:91)(cid:77)(cid:88)(cid:76)(cid:3)(cid:82)(cid:83)(cid:82)(cid:18)(cid:83)(cid:84)(cid:73)(cid:86)(cid:69)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)(cid:77)(cid:88)(cid:73)(cid:81)(cid:87)(cid:3)(cid:77)(cid:87)(cid:3)(cid:72)(cid:73)(cid:88)(cid:73)(cid:86)(cid:81)(cid:77)(cid:82)(cid:73)(cid:72)(cid:3)(cid:70)(cid:93)(cid:3)(cid:69)(cid:87)(cid:87)(cid:73)(cid:87)(cid:87)(cid:77)(cid:82)(cid:75)(cid:3)(cid:91)(cid:76)(cid:73)(cid:88)(cid:76)(cid:73)(cid:86)(cid:3)(cid:73)(cid:69)(cid:71)(cid:76)(cid:3)(cid:82)(cid:83)(cid:82)(cid:18)(cid:83)(cid:84)(cid:73)(cid:86)(cid:69)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)(cid:77)(cid:88)(cid:73)(cid:81)(cid:3)(cid:77)(cid:87)(cid:3)(cid:77)(cid:82)(cid:71)(cid:80)(cid:89)(cid:72)(cid:73)(cid:72)(cid:3)(cid:83)(cid:86)(cid:3)(cid:73)(cid:92)(cid:71)(cid:80)(cid:89)(cid:72)(cid:73)(cid:72)(cid:3)
from net taxable income and applying the Company’s combined marginal tax rate to only those items included in net taxable income.
(2) Operating return on average assets represents operating net income as a percentage of average assets.
(cid:13)(cid:564)(cid:14)(cid:3)(cid:52)(cid:84)(cid:73)(cid:86)(cid:69)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)(cid:86)(cid:73)(cid:88)(cid:89)(cid:86)(cid:82)(cid:3)(cid:83)(cid:82)(cid:3)(cid:88)(cid:69)(cid:82)(cid:75)(cid:77)(cid:70)(cid:80)(cid:73)(cid:3)(cid:71)(cid:83)(cid:81)(cid:81)(cid:83)(cid:82)(cid:3)(cid:73)(cid:85)(cid:89)(cid:77)(cid:88)(cid:93)(cid:3)(cid:86)(cid:73)(cid:84)(cid:86)(cid:73)(cid:87)(cid:73)(cid:82)(cid:88)(cid:87)(cid:3)(cid:83)(cid:84)(cid:73)(cid:86)(cid:69)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)(cid:82)(cid:73)(cid:88)(cid:3)(cid:77)(cid:82)(cid:71)(cid:83)(cid:81)(cid:73)(cid:3)(cid:69)(cid:87)(cid:3)(cid:69)(cid:3)(cid:84)(cid:73)(cid:86)(cid:71)(cid:73)(cid:82)(cid:88)(cid:69)(cid:75)(cid:73)(cid:3)(cid:83)(cid:74)(cid:3)(cid:69)(cid:90)(cid:73)(cid:86)(cid:69)(cid:75)(cid:73)(cid:3)(cid:88)(cid:69)(cid:82)(cid:75)(cid:77)(cid:70)(cid:80)(cid:73)(cid:3)(cid:71)(cid:83)(cid:81)(cid:81)(cid:83)(cid:82)(cid:3)(cid:73)(cid:85)(cid:89)(cid:77)(cid:88)(cid:93)(cid:19)
Page 19
(cid:44)(cid:38)(cid:38)(cid:53)(cid:3)(cid:88)(cid:83)(cid:3)(cid:51)(cid:83)(cid:82)(cid:18)(cid:44)(cid:38)(cid:38)(cid:53)(cid:3)(cid:55)(cid:73)(cid:71)(cid:83)(cid:82)(cid:71)(cid:77)(cid:80)(cid:77)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:3)(cid:13)(cid:71)(cid:83)(cid:82)(cid:88)(cid:77)(cid:82)(cid:89)(cid:73)(cid:72)(cid:14)
(Dollars in thousands except per share data)
2020 Annual Report
For the Year-Ended December 31
2020
2019
2018
(cid:52)(cid:84)(cid:73)(cid:86)(cid:69)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)(cid:55)(cid:73)(cid:88)(cid:89)(cid:86)(cid:82)(cid:3)(cid:83)(cid:82)(cid:3)(cid:56)(cid:69)(cid:82)(cid:75)(cid:77)(cid:70)(cid:80)(cid:73)(cid:3)(cid:40)(cid:83)(cid:81)(cid:81)(cid:83)(cid:82)(cid:3)(cid:42)(cid:85)(cid:89)(cid:77)(cid:88)(cid:93)(cid:31)(cid:3)(cid:13)(cid:564))
Operating Net Income (a non-GAAP measure)
Average Shareholders' Equity
Average Goodwill and merger related intangibles
Average tangible common equity
Operating Return on Tangible Common Equity (a non-GAAP measure)
$
$
$
43,870
351,477
(46,476)
305,001
14.38%
$
$
$
29,156
221,617
(24,577)
197,040
14.80%
$
$
$
24,024
155,546
(412)
155,134
15.49%
Tangible Common Equity
Shareholders' Equity (GAAP)
Less: Goodwill and Merger-Related Intangibles (GAAP)
Tangible Common Equity (a non-GAAP measure)
Total Assets (GAAP)
$
401,732
$
286,561
$
167,026
(54,889)
346,843
(34,544)
252,017
(412)
166,614
3,949,297
2,855,563
2,101,384
Less: Goodwill and Merger-Related Intangibles (GAAP)
(54,889)
(34,544)
(412)
Tangible Assets (a non-GAAP measure)
$
3,894,408
$ 2,821,019
$ 2,100,972
Tangible Common Equity Ratio (a non-GAAP measure)
8.91%
8.93%
7.93%
Tangible Book Value Per Share
Tangible Common Equity (a non-GAAP measure)
Common Shares Outstanding
Tangible Book Value Per Share (a non-GAAP measure)
Adjusted Net Interest Margin
$
$
346,843
6,926,728
50.07
$
$
252,017
5,400,868
46.66
$
$
166,614
4,107,051
40.57
For the Year Ended
December 31, 2020
Average
Balance
Interest
Income/
Expenses
Rate
Earned/
Paid
(dollars in thousands)
Total interest-earning assets (GAAP)
$
3,305,820
Net interest income on a fully taxable equivalent basis (GAAP)
$
120,797
Net interest margin (GAAP)
Less: Paycheck Protection Program loan impact
(120,048)
Less: Accretion of loan fair value adjustments
(4,062)
(9,791)
Adjusted net interest margin on a fully taxable equivalent basis
$
3,185,772
$
106,944
3.65%
0.01%
-0.30%
3.36%
Page 20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
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 001-38184
CAMBRIDGE BANCORP
(Exact name of Registrant as specified in its Charter)
Massachusetts
(State or other jurisdiction of
incorporation or organization)
1336 Massachusetts Avenue
Cambridge, MA
(Address of principal executive offices)
04-2777442
(I.R.S. Employer
Identification No.)
02138
(Zip Code)
Registrant’s telephone number, including area code: (617) 876-5500
Securities registered pursuant to Section 12(b) of the Act:
Common Stock
(Title of each class)
CATC
(Trading symbol)
NASDAQ
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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 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). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☐
☐
☒
Accelerated filer
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
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. 726.2(b)) by the registered
public accounting firm that prepared or issued its audit report. YES ☒ NO ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing
price of the shares of common stock on The NASDAQ Stock Market on June 30, 2020, was $378.5 million. The number of shares of
Registrant’s Common Stock outstanding as of March 12, 2021 was 6,960,194.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Shareholders, scheduled to be held on May
17, 2021, are incorporated by reference into Part III of this Report.
Table of Contents
PART I.................................................................................................................................................................................................
Item 1.
Business ..........................................................................................................................................................................
Item 1A. Risk Factors.....................................................................................................................................................................
Item 1B. Unresolved Staff Comments ...........................................................................................................................................
Properties ........................................................................................................................................................................
Item 2.
Legal Proceedings ...........................................................................................................................................................
Item 3.
Mine Safety Disclosures .................................................................................................................................................
Item 4.
Page
1
2
13
22
22
22
22
PART II ...............................................................................................................................................................................................
23
23
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.....
Item 5.
25
Selected Financial Data...................................................................................................................................................
Item 6.
26
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations .........................................
49
Item 7A. Quantitative and Qualitative Disclosures About Market Risk........................................................................................
Financial Statements and Supplementary Data...............................................................................................................
Item 8.
50
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure........................................ 107
Item 9A. Controls and Procedures ................................................................................................................................................. 107
Item 9B. Other Information ........................................................................................................................................................... 108
PART III.............................................................................................................................................................................................. 109
Item 10. Directors, Executive Officers and Corporate Governance.............................................................................................. 109
Executive Compensation................................................................................................................................................. 109
Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters....................... 109
Item 12.
Certain Relationships and Related Transactions, and Director Independence ............................................................... 109
Item 13.
Principal Accounting Fees and Services ......................................................................................................................... 109
Item 14.
PART IV .............................................................................................................................................................................................. 110
Exhibits, Financial Statement Schedules ........................................................................................................................ 110
Item 15.
Item 16.
Form 10-K Summary ...................................................................................................................................................... 112
Signatures........................................................................................................................................................................................... 113
i
PART I
Unless the context requires otherwise, all references to the “Company,” “we,” “us,” and “our,” refer to Cambridge Bancorp.
Forward-Looking Statements
This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-
looking statements about the Company and its industry involve substantial risks and uncertainties. Statements other than statements of
current or historical fact, including statements regarding the Company’s future financial condition, results of operations, business
plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to the Company, are forward-looking
statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,”
“should,” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to
factors that could cause actual results to differ materially from anticipated results. Such factors include, but are not limited to, the
following:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
national, regional, and local economic conditions may be less favorable than expected, resulting in, among other things,
increased charge offs of loans, higher provisions for credit losses and/or reduced demand for the Company’s services;
disruptions to the credit and financial markets, either nationally or globally;
the duration and scope of the coronavirus disease 2019 (“COVID-19”) pandemic and its impact on levels of consumer
confidence;
actions governments, businesses and individuals take in response to the COVID-19 pandemic;
the impact of the COVID-19 pandemic and actions taken in response to the pandemic on global and regional economies
and economic activity;
the pace of recovery when the COVID-19 pandemic subsides;
weakness in the real estate market, including the secondary residential mortgage market, which can affect, among other
things, the value of collateral securing mortgage loans, mortgage loan originations and delinquencies, and profits on sales
of mortgage loans;
legislative, regulatory, or accounting changes, including changes resulting from the adoption and implementation of the
Dodd-Frank Act, which may adversely affect our business and/or competitive position, impose additional costs on the
Company or cause us to change our business practices;
the Dodd-Frank Act’s consumer protection regulations which could adversely affect the Company’s business, financial
condition or results of operations;
disruptions in the Company’s ability to access capital markets which may adversely affect its capital resources and
liquidity;
the Company’s heavy reliance on communications and information systems to conduct its business and reliance on third
parties and affiliates to provide key components of its business infrastructure, any disruptions of which could interrupt the
Company's operations or increase the costs of doing business;
that the Company’s financial reporting controls and procedures may not prevent or detect all errors or fraud;
the Company’s dependence on the accuracy and completeness of information about clients and counterparties;
the fiscal and monetary policies of the federal government and its agencies;
the failure to satisfy capital adequacy and liquidity guidelines applicable to the Company;
downgrades in the Company’s credit rating;
changes in interest rates which could affect interest rate spreads and net interest income;
costs and effects of litigation, regulatory investigations or similar matters;
the inability to realize expected cost savings or implement integration plans and other adverse consequences associated
with the mergers with Optima Bank & Trust Company (“Optima”) and Wellesley Bancorp, Inc. (“Wellesley”);
a failure by the Company to effectively manage the risks the Company faces, including credit, operational and cyber
security risks;
1
•
•
•
•
•
•
•
•
•
•
increased pressures from competitors (both banks and non-banks) and/or an inability by of the Company to remain
competitive in the financial services industry, particularly in the markets which the Company serves, and keep pace with
technological changes;
unpredictable natural or other disasters, which could adversely impact the Company’s customers or operations;
a loss of customer deposits, which could increase the Company’s funding costs;
the disparate impact that can result from having loans concentrated by loan type, industry segment, borrower type or
location of the borrower or collateral;
changes in the creditworthiness of customers;
increased credit losses or impairment of goodwill and other intangibles;
negative public opinion which could damage the Company’s reputation and adversely impact business and revenues;
the Company depends on the expertise of key personnel, and if these individuals leave or change their roles without
effective replacements, operations may suffer;
the Company may not be able to hire or retain additional qualified personnel, including those acquired in previous
acquisitions, and recruiting and compensation costs may increase as a result of turnover, both of which may increase costs
and reduce profitability and may adversely impact the Company’s ability to implement the Company’s business strategies;
and
changes in the Company’s accounting policies or in accounting standards which could materially affect how the Company
reports financial results and condition.
Except as required by law, the Company does not undertake, and specifically disclaims any obligation, to publicly release the result of
any revisions which 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. You are cautioned not to place undue reliance on these forward-looking statements.
Item 1. Business.
The Company
Cambridge Bancorp (together with its bank subsidiary, unless the context otherwise requires, the “Company”) is a Massachusetts
state-chartered, federally registered bank holding company headquartered in Cambridge, Massachusetts. The Company is a
Massachusetts corporation formed in 1983 and has one bank subsidiary, Cambridge Trust Company (the “Bank”), formed in 1890. On
October 18, 2017, shares of the Company’s common stock commenced trading on the NASDAQ Stock Market under the symbol
CATC. Prior to this date, the Company’s shares traded on the over-the-counter market. As of December 31, 2020, the Company had
total assets of approximately $3.9 billion. Currently, the Bank operates 21 private banking offices in Eastern Massachusetts and New
Hampshire. As a private bank, we focus on four core services that center around client needs. Our core services include Wealth
Management, Commercial Banking, Residential Lending, and Private Banking. The Bank’s customers consist primarily of consumers
and small- and medium-sized businesses in these communities and surrounding areas throughout Massachusetts and New Hampshire.
The Company’s Wealth Management Group has five offices, two in Massachusetts in Boston and Wellesley, and three in New
Hampshire in Concord, Manchester, and Portsmouth. As of December 31, 2020, the Company had Assets under Management and
Administration of approximately $4.2 billion. The Wealth Management Group offers comprehensive investment management, as well
as trust administration, estate settlement, and financial planning services. Our wealth management clients value personal service and
depend on the commitment and expertise of our experienced banking, investment, and fiduciary professionals.
The Wealth Management Group customizes investment portfolios to help clients meet their long-term financial goals. Through
development of an appropriate asset allocation and disciplined security and fund election, the Company’s in-house investment team
targets long-term capital growth while seeking to minimize downside risk. Our internally developed, research-driven process is
managed by our skilled team of portfolio managers and analysts. We build portfolios consisting of our best investment ideas, focusing
on individual global equities, fixed income securities, exchange-traded funds, and mutual funds.
The Company offers a wide range of services to commercial enterprises, non-profit organizations, and individuals. The Company
emphasizes service to consumers and small- and medium-sized businesses in its market area. The Company makes commercial loans,
commercial real estate loans, construction loans, consumer loans, and real estate loans (including one-to-four family and home equity
lines of credit), and accepts savings, money market, time, and demand deposits. In addition, the Company offers a wide range of
commercial and personal banking services which include cash management, online banking, mobile banking, and global payments.
The Company’s results of operations are largely dependent on net interest income, which is the difference between the interest earned
on loans and securities and interest paid on deposits and borrowings, and non-interest income largely from its wealth management
2
services. The results of operations are affected by the level of income and fees from loans, costs of deposits, and borrowings, as well
as operating expenses, the provision for credit losses, the impact of federal and state income taxes, the relative levels of interest rates,
and local and national economic activity.
Through the Bank, the Company focuses on wealth management, the commercial banking business and private banking for clients,
including residential lending and relationship banking. Within the commercial loan portfolio, the Company has traditionally been a
commercial real estate lender. However, in recent years the Company has diversified commercial operations within the areas of
commercial and industrial lending to include Renewable Energy, Innovation Banking, which specializes in working with primarily
New England-based entrepreneurs, and asset-based lending that helps companies throughout New England and New York grow by
borrowing against existing assets. Through its renewable energy lending efforts, the Company provides financing for developers and
operators of commercial and utility scale renewable energy projects. Financing is provided for the construction and permanent
financing of new projects, the acquisition of completed projects, or the refinancing of existing operating projects. Target clients
include experienced developer/operators who have built or managed other renewable energy facilities. The Innovation Banking Group
has a narrow client focus for lending and provides a local banking option for life science, technology and entrepreneurial companies
within our market area. Relationship banking focuses on providing exceptional service to clients and in deepening relationships.
Cambridge Trust Company
The Bank offers a full range of commercial and consumer banking services through its network of 21 private banking offices in
Eastern Massachusetts and New Hampshire. The Bank is engaged principally in the business of attracting deposits from the public and
investing those deposits. The Bank invests those funds in various types of loans, including residential and commercial real estate, and
a variety of commercial and consumer loans. The Bank also invests its deposits and borrowed funds in investment securities and has
two wholly owned Massachusetts security corporations, CTC Security Corporation and CTC Security Corporation III, for this
purpose. Deposits at the Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) for the maximum amount
permitted by FDIC regulations.
Investment management and trust services are offered through our two wealth management offices located in Massachusetts and three
wealth management offices located in New Hampshire. The Bank also utilizes its subsidiary and non-depository trust company,
Cambridge Trust Company of New Hampshire, Inc., to provide specialized wealth management services in New Hampshire. The
assets held for wealth management customers are not assets of the Bank and, accordingly, are not reflected in the Company’s
consolidated balance sheets.
The Bank is active in the communities we serve. The Bank makes contributions to various non-profits and local organizations,
investments in community development lending, and investments in low-income housing all, of which strive to improve the
communities that our employees and customers call home.
Merger with Wellesley Bancorp, Inc.
On June 1, 2020, the Company completed its merger with Wellesley (“the Wellesley Merger”), adding 6 banking offices in
Massachusetts. Under the terms of the Agreement and Plan of Merger with Wellesley, each outstanding share of Wellesley common
stock was converted into 0.580 shares of the Company’s common stock. As a result of the merger, former Wellesley shareholders
received an aggregate of 1,502,814 shares of the Company’s common stock. The total consideration paid amounted to $88.8 million,
based on the closing price of $58.00 of the Company’s common stock, the value of Wellesley’s exercisable options, and cash paid for
fractional shares on May 31, 2020.
The Company accounted for the Wellesley Merger using the acquisition method pursuant to the Business Combinations Topic of the
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Accordingly, the Company recorded
merger expenses of approximately $6.4 million for the year ended December 31, 2020. The Company recorded total assets of $985.6
million, assumed total liabilities of $917.6 million, and recorded an additional $20.7 million in goodwill. Additionally, the Company
recorded $8.6 million in provision for credit losses to reflect the impact of CECL merger accounting on June 1, 2020. See NOTE 4 –
MERGERS.
Merger with Optima Bank & Trust Company
The Company completed its merger with Optima on April 17, 2019. Under the terms of the Agreement and Plan of Merger with
Optima, each outstanding share of Optima common stock was converted into $32.00 in cash or 0.3468 shares of the Company’s
common stock, with the transaction structured as 95 percent common stock and 5 percent cash. As a result of the merger, former
Optima shareholders received an aggregate of approximately 722,746 shares of the Company’s common stock and an aggregate of
approximately $3.5 million in cash. The total consideration paid amounted to $64.3 million.
3
The Company accounted for the merger using the acquisition method and recorded total assets of $555.7 million, assumed total
liabilities of $491.4 million, and recorded an additional $30.8 million in goodwill. Additionally, the Company recorded merger
expenses of $3.9 million for the year ended December 31, 2019.
Market Area
The Company operates in Eastern Massachusetts and Southern New Hampshire. Our primary lending market includes Middlesex and
Norfolk counties in Massachusetts and Rockingham and Hillsborough counties in New Hampshire. We benefit from the presence of
numerous institutions of higher learning, medical care and research centers, a vibrant innovation economy in life sciences and
technology, and the corporate headquarters of several significant financial service companies within the Boston area. Eastern
Massachusetts also has many high-technology companies employing personnel with specialized skills. These factors affect the
demand for wealth management services, residential homes, multi-family apartments, office buildings, shopping centers, industrial
warehouses, and other commercial properties.
Our lending area is primarily an urban market area with a substantial number of one-to-four-unit residential properties, some of which
are non-owner occupied, as well as apartment buildings, condominiums, office buildings, and retail space. As a result, our loan
portfolio contains a significantly greater number of multi-family and commercial real estate loans compared to institutions that operate
in non-urban markets.
Our market area is located largely in the Boston-Cambridge-Quincy, Massachusetts/New Hampshire Metropolitan Statistical Area
(“MSA”). The United States Census Bureau estimates that as of April 2020, the Boston metropolitan area is the 10th largest
metropolitan area in the United States. Located adjacent to major transportation corridors, the Boston metropolitan area provides a
highly diversified economic base, with major employment sectors ranging from services, education, manufacturing, and
wholesale/retail trade, to finance, technology, and medical care. According to the United States Department of Labor, in December
2020, the Boston-Cambridge-Nashua, Massachusetts/New Hampshire MSA had an unemployment rate of 6.9% compared to the
national unemployment rate of 6.5%.
Competition
The financial services industry is highly competitive. The Company experiences substantial competition 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 non-bank financial service providers in attracting deposits, making loans, and attracting
wealth management customers. The competing major commercial banks have greater resources that may provide them a competitive
advantage by enabling them to maintain numerous branch offices and mount extensive advertising campaigns. The increasingly
competitive environment is the result of 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 financial services industry has 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. Also, 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 non-banking 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, 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 also 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 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 in which the Company currently operates. With the addition of new banking presences within our market, the
Company expects increased competition for loans, deposits, and other financial products and services.
The Bank is a private bank, stressing the holistic client relationship, and relies upon local promotional activities, personal relationships
established by officers, directors, and employees with their clients, and specialized services tailored to meet the needs of the communities
served. While the Bank’s position varies by market, management believes that it can compete effectively as a result of local market
knowledge, local decision making, and awareness of client needs.
4
Supervision and Regulation
General
Banking is a complex, highly regulated industry. Consequently, the performance of the Company and the Bank can be affected not
only by management decisions and general and local economic conditions, but also by the statutes enacted by the U.S. Congress and
state legislatures, and the regulations and policies of, various governmental regulatory authorities. These authorities include, but are
not limited to, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Massachusetts Division of Banks
(the “MA DOB”), the State of New Hampshire Banking Department, and the FDIC.
The primary goals of bank regulation are to maintain a safe and sound banking system and to facilitate the conduct of sound monetary
policy. In furtherance of these goals, the U.S. Congress and the Commonwealth of Massachusetts have created largely autonomous
regulatory agencies that oversee and have enacted numerous laws that govern banks, bank holding companies, and the banking
industry. The system of supervision and regulation applicable to the Company and the Bank establishes a comprehensive framework
for the entities’ respective operations and is intended primarily for the protection of the Bank’s depositors and the public, rather than
the shareholders and creditors. The following summarizes the significant laws, rules, and regulations governing banks and bank
holding companies, including the Company and the Bank, but does not purport to be a complete summary of all applicable laws, rules,
and regulations governing bank holding companies and banks or the Company or the Bank. The descriptions are qualified in their
entirety by reference to the specific statutes, regulations, and policies discussed. Any change in applicable laws, regulations, or
regulatory policies may have a material effect on our businesses, operations, and prospects. The Company is unable to predict the
nature or extent of the effects that economic controls or new federal or state legislation may have on our business and earnings in the
future.
In addition to the summary below, as a result of the COVID-19 pandemic, the U.S. bank regulators issued several letters and other
guidance to bank holding companies and banks regarding expectations for supporting the community and certain related temporary
regulatory changes or accommodations, including, for example, temporary relief for banks that may exceed certain regulatory asset
thresholds due in large part to their participation in government programs established in response to the COVID-19 pandemic. The
Company continues to monitor guidance and developments related to COVID-19.
Regulatory Agencies
The Company is a legal entity separate and distinct from its first-tier bank subsidiary, the Bank, and its second-tier subsidiaries,
Cambridge Trust Company of New Hampshire, Inc., a New Hampshire state-chartered non-depository trust company, and CTC
Security Corporation and CTC Security Corporation III, which are used to invest the Bank’s deposits and borrowed funds in
investment securities. As a bank holding company, the Company is regulated under the Bank Holding Company Act of 1956, as
amended (“BHC Act”), Massachusetts laws applying to bank holding companies and Massachusetts corporations more generally. The
Company is subject to inspection, examination, and supervision by the Federal Reserve and the MA DOB.
As a Massachusetts state-chartered insured depository institution, the Bank is subject to supervision, periodic examination, and
regulation by the MA DOB as its chartering authority, and by the FDIC as its primary federal regulator. The prior approval of the MA
DOB and the FDIC is required, among other things, for the Bank to establish or relocate any additional branch offices, assume
deposits, or engage in any merger, consolidation, purchase, or sale of all or substantially all the assets of any insured depository
institution.
Cambridge Trust Company of New Hampshire, Inc. is subject to supervision, periodic examination, and regulation by The State of
New Hampshire Banking Department.
Bank Holding Company Regulations Applicable to the Company
The BHC Act and other federal laws and regulations subject bank holding companies to particular restrictions on the types of activities
in which they may engage and to a range of supervisory requirements and activities, including regulatory enforcement actions for
violations of laws and regulations. As a Massachusetts corporation and bank holding company, the Company is also subject to certain
limitations and restrictions under applicable Massachusetts law.
Mergers & Acquisitions
The BHC Act, the Bank Merger Act, the laws of the Commonwealth of Massachusetts applicable to financial institutions, and other
federal and state statutes regulate acquisitions of banks and their holding companies. The BHC Act generally limits acquisitions by
bank holding companies to banks and companies engaged in activities that the Federal Reserve has determined to be so closely related
to banking as to be a proper incident thereto. The BHC Act requires every bank holding company to obtain the prior approval of the
Federal Reserve before (i) acquiring more than 5% of the voting stock of any bank or other bank holding company, (ii) acquiring all or
substantially all the assets of any bank or bank holding company, or (iii) merging or consolidating with any other bank holding
company.
5
In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities generally consider,
among other things, the competitive effect and public benefits of the transactions, the financial and managerial resources and future
prospects of the combined organization (including the capital position of the combined organization), the applicant’s performance
record under the Community Reinvestment Act (see —Community Reinvestment Act), fair housing laws, and the effectiveness of the
subject organizations in combating money laundering activities.
Non-bank Activities
Generally, bank holding companies are prohibited, under the BHC Act, from engaging in, or acquiring direct or indirect control of
more than 5% of the voting shares of any company engaged in, any activity other than (i) banking or managing or controlling banks or
(ii) an activity that the Federal Reserve determines to be so closely related to banking as to be a proper incident to the business of
banking. The Federal Reserve has the authority to require a bank holding company to terminate an activity or terminate control of, or
liquidate or divest, certain subsidiaries or affiliates when the Federal Reserve believes the activity or the control of the subsidiary or
affiliate constitutes a significant risk to the financial safety, soundness, or stability of any of its bank subsidiaries.
A bank holding company that qualifies and elects to become a financial holding company is permitted to engage in additional
activities that are financial in nature or incidental or complementary to financial activity. The Company currently has no plans to make
a financial holding company election.
Bank holding companies and their non-banking subsidiaries are prohibited from engaging in activities that represent unsafe and
unsound banking practices. For example, under certain circumstances the Federal Reserve’s Regulation Y requires a holding company
to give the Federal Reserve prior notice of any redemption or repurchase of its own equity securities if the consideration to be paid,
together with the consideration paid for any other redemptions or repurchases in the preceding year, is equal to 10% or more of the
bank holding company’s consolidated net worth. The Federal Reserve may oppose the transaction if it believes that the transaction
would constitute an unsafe or unsound practice or would violate a regulation. As another example, a bank holding company is
prohibited from impairing its subsidiary bank’s soundness by causing the bank to make funds available to non-bank subsidiaries or
their customers if the Federal Reserve believes it is not prudent to do so. The Federal Reserve has the power to assess civil money
penalties for knowing or reckless violations if the activities leading to a violation caused a substantial loss to a depository institution.
Potential penalties can reach as high as almost $2.0 million for each day such activity continues.
Source of Strength
In accordance with Federal Reserve policy, the Company is expected to act as a source of financial and managerial strength to the
Bank. 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. Under this policy, the holding company is expected to commit resources to support its bank
subsidiary, including at times when the holding company may not be in a financial position to provide it. As discussed below, the
Company could be required to guarantee the capital plan of the Bank if it becomes undercapitalized for purposes of banking
regulations. Any capital loans by a bank holding company to its subsidiary bank are subordinate in right of payment to deposits and to
certain other indebtedness of such subsidiary bank. The BHC Act 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 bank subsidiary will be
assumed by the bankruptcy trustee and entitled to priority of payment.
Regulatory agencies have promulgated regulations to increase the capital requirements for bank holding companies to a level that
matches those of banking institutions. See — Capital Adequacy and Prompt Corrective Action and Safety and Soundness.
Annual Reporting & Examinations
The Company is required to file annual and periodic reports with the Federal Reserve and such additional information as the Federal
Reserve may require. The Federal Reserve may examine a bank holding company and any of its subsidiaries and charge the Company
for the cost of such an examination.
Imposition of Liability for Undercapitalized Subsidiaries
Pursuant to Section 38 of the Federal Deposit Insurance Act (the “FDIA”) federal banking agencies are required to take “prompt
corrective action” should an insured depository institution fail to meet certain capital adequacy standards. In the event an institution
becomes “undercapitalized,” it must submit a capital restoration plan. The capital restoration plan will not be accepted by the
regulators unless each company “having control of” the undercapitalized institution has “guaranteed” the subsidiary’s compliance with
the capital restoration plan until it has been “adequately capitalized” on average during each of four consecutive calendar quarters. For
purposes of this statute, the Company has control of the Bank. Under the FDIA, the aggregate guarantee liability of all companies
controlling a particular institution is limited to the lesser of 5% of the depository institution’s total assets at the time it became
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undercapitalized or the amount necessary to bring the institution into compliance with applicable capital standards. The FDIA grants
greater powers to the federal banking agencies in situations where an institution becomes “significantly” or “critically”
undercapitalized or fails to submit a capital restoration plan. For example, a bank holding company controlling such an institution can
be required to obtain prior Federal Reserve approval of proposed distributions or might be required to consent to a merger or to divest
the troubled institution or other affiliates. See — Capital Adequacy and Prompt Corrective Action and Safety and Soundness.
Dividends
Dividends from the Bank are the Company’s principal source of cash revenues. The Company’s earnings and activities are affected by
legislation, regulations, and local legislative and administrative bodies and decisions of courts in the jurisdictions in which we conduct
business. These include limitations on the ability of the Bank to pay dividends to the Company and our ability to pay dividends to our
shareholders. It is the policy of the Federal Reserve that bank holding companies should pay cash dividends on common stock only
out of income available over the past year and only if prospective earnings retention is consistent with the organization’s expected
future needs and financial condition. This policy provides that bank holding companies should not maintain a level of cash dividends
that undermines the bank holding company’s ability to serve as a source of strength to its bank subsidiary. Consistent with such
policy, a banking organization should have comprehensive policies on dividend payments that clearly articulate the organization’s
objectives and approaches for maintaining a strong capital position and achieving the objectives of the policy statement. The Company
has a comprehensive dividend policy in place.
The FDIC has the authority to use its enforcement powers to prohibit a bank from paying dividends if, in its opinion, the payment of
dividends would constitute an unsafe or unsound practice. Federal law also prohibits the payment of dividends by a bank that will
result in the bank failing to meet its applicable capital requirements on a pro forma basis. Under applicable Massachusetts law, the
Bank’s board may declare from net profits cash dividends annually, semi-annually, or quarterly, but not more frequently, and noncash
dividends at any time, although no dividends may be declared, credited, or paid so long as there is any impairment of capital stock.
The MA DOB Commissioner’s approval is required in order to authorize the payment of a dividend, if the total dividends declared in
a calendar year exceed that year’s net profits combined with retained net profits for the preceding two years, less any required transfer
to surplus or a fund for the retirement of any preferred stock.
Transactions with Affiliates
Transactions between a bank and its affiliates are subject to certain restrictions under Sections 23A and 23B of the Federal Reserve
Act (the “FRA”) and the Federal Reserve’s implementing Regulation W. The Company is considered an “affiliate” of the Bank under
these sections. Generally, Sections 23A and 23B: (1) limit the extent to which an insured depository or its subsidiaries may engage in
covered transactions (a) with an affiliate (as defined in such sections) to an amount equal to 10% of such institution’s capital and
surplus and (b) with all affiliates, in the aggregate, to an amount equal to 20% of such capital and surplus; and (2) require all
transactions with an affiliate, whether or not covered transactions, to be on terms substantially the same, or at least as favorable to the
institution or subsidiary, as the terms provided or that would be provided to a non-affiliate. The term “covered transaction” includes
the making of loans to an affiliate, purchase securities issued by an affiliate, purchase of assets from an affiliate, issuance of a
guarantee on behalf of an affiliate, and other similar types of transactions.
Capital Adequacy
In July 2013, the Federal Reserve, the Office of the Comptroller of the Currency (“OCC”), and the FDIC approved final rules (the
“Capital Rules”) establishing a new comprehensive 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: (i) include “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets;
(ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (iii)
mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital;
and (iv) 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
allowance for credit losses, in each case, subject to the Capital Rules’ specific requirements.
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Pursuant to the Capital Rules, effective January 1, 2015, the minimum capital ratios are as follows:
•
•
•
•
4.5% CET1 to risk-weighted assets;
6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets;
8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and
4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (called “leverage
ratio”).
The Capital Rules also include a “capital conservation buffer,” composed entirely of CET1, in addition to these minimum risk-
weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking
institutions that do not hold the requisite capital conservation buffer will face constraints on dividends, capital instrument repurchases,
interest payments on capital instruments and discretionary bonus payments based on the amount of the shortfall. Thus, the capital
standards applicable to the Company include an additional capital conservation buffer of 2.5% of CET1, effectively resulting in
minimum ratios inclusive of the capital conservation buffer of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to
risk-weighted assets of at least 8.5%, and (iii) total capital to risk-weighted assets of at least 10.5%.
The Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement
that mortgage servicing assets, deferred tax assets arising from temporary differences that could not be realized through net operating
loss carrybacks, and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one
such category exceeds 10% of CET1 or all such items, in the aggregate, exceed 15% of CET1. In November 2017, the Federal
Reserve finalized a rule pausing the phase-in of these deductions and adjustments for non-advanced approaches institutions. In July
2019, the Office of the Comptroller of the Currency, the Federal Reserve Board and the FDIC adopted a final rule intended to simply
the Capital Rules described above for non-advanced approaches institutions. Institutions could implement the provisions of the
simplification rule beginning on January 1, 2020 and were required to implement them by April 1, 2020. The transition provisions to
the Capital Rules issued by these agencies in November 2017 ceased to apply to an institution in the quarter in which it adopted the
simplification rule.
In addition, under the current general risk-based capital rules, the effects of accumulated other comprehensive income or loss items
included in shareholders’ equity (for example, mark-to-market of securities held in the available for sale portfolio) under U.S.
generally accepted accounting principles (“GAAP”) are reversed for the purposes of determining regulatory capital ratios. Pursuant to
the Capital Rules, the effects of certain of the above items are not excluded. However, banking organizations, including the Company,
that are not subject to the advanced approaches rule, could make a one-time permanent election to exclude these items. The Company
made the one-time permanent election to exclude these items.
The Capital Rules also preclude certain hybrid securities, such as trust preferred securities, from inclusion in bank holding companies’
Tier 1 capital, although bank holding companies that had total consolidated assets of less than $15 billion at December 31, 2009 may
include trust preferred securities issued prior to May 19, 2010 as a component of Tier 1 capital.
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 1,250% for certain credit exposures,
and resulting in higher risk weights for a variety of asset classes.
In September 2019, the Office of the Comptroller of the Currency, the Federal Reserve Board, and the FDIC adopted a final rule that
is intended to further simply the Capital Rules for depository institutions and their holding companies that have less than $10 billion in
total consolidated assets, such as us, if such institutions meet certain qualifying criteria. This final rule became effective on January 1,
2020. Under this final rule, if we meet the qualifying criteria, including having a leverage ratio (equal to tier 1 capital divided by
average total consolidated assets) of a certain size (greater than 8.5 percent through 2021 and 9 percent thereafter), we will be eligible
to opt into the community bank leverage ratio framework. If we opt into this framework, we will be considered to have satisfied the
generally applicable risk-based and leverage capital requirements in the Capital Rules (as modified pursuant to the simplification rule)
and will be considered to have met the well-capitalized ratio requirements for PCA purposes. The Bank has not elected to adopt this
framework.
The Company and the Bank are in compliance with the currently applicable capital requirements.
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Prompt Corrective Action and Safety and Soundness
Pursuant to Section 38 of the FDIA, federal banking agencies are required to take “prompt corrective action” should a 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. For example, “well-
capitalized” institutions are permitted to accept brokered deposits, but banks that are not well-capitalized are generally restricted or
prohibited from accepting such 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 prompt corrective action, to be: (i) well-capitalized, a bank 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%;
(ii) adequately capitalized, a bank 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% (but not otherwise meet all of the
criteria to be considered “well-capitalized”); (iii) undercapitalized, a bank 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%, or a Tier 1 leverage ratio of less than
4% (but not otherwise meet all of the criteria to be considered “significantly” or “critically” undercapitalized); (iv) significantly
undercapitalized, a bank 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%, or a Tier 1 leverage ratio of less than 3% (but not otherwise meet the criterion to be
considered “critically undercapitalized”); and (v) critically undercapitalized, a bank would have a ratio of tangible equity to total
assets that is less than or equal to 2%.
The Bank is currently well-capitalized, under the prompt corrective action standards.
Bank holding companies and insured banks also may 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: issuances of directives to increase capital; issuances of formal and informal agreements; impositions of civil
monetary penalties; issuances of a cease and desist order that can be judicially enforced; issuances of removal and prohibition orders
against officers, directors, and other institution−affiliated parties; terminations of the bank’s deposit insurance; appointment of a
conservator or receiver for the bank; and enforcements of such actions through injunctions or restraining orders based upon a judicial
determination that the agency would be harmed if such equitable relief was not granted.
Deposit Insurance
The Bank’s deposit accounts are fully insured by the Deposit Insurance Fund (the “DIF”) of the FDIC up to the deposit insurance limit
of $250,000 per depositor, per insured institution, per ownership category, 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 accounts for a bank’s
capital level and supervisory rating (CAMELS rating). The risk matrix uses different risk categories distinguished by capital levels
and supervisory ratings. The base for deposit insurance assessments is average consolidated total assets less average tangible
equity. Assessment rates are calculated using formulas that take into account the risk of the institution being assessed. The FDIC may
increase or decrease the assessment rate schedule in order to manage the DIF to prescribed statutory target levels. An increase in the
risk category for the Bank or in the assessment rates could have an adverse effect on the Bank’s, and consequently the Company’s
earnings. The FDIC may terminate deposit insurance if it determines the institution involved has engaged in or is engaging in unsafe
or unsound banking practices, is in an unsafe or unsound condition, or has violated applicable laws, regulations, or orders. The Bank is
not aware of any practice, condition, or violation that might lead to the termination of its deposit insurance.
The FDIA and FDIC regulations generally limit the ability of an insured depository institution to accept, renew or roll over any
brokered deposit unless the institution’s capital category is “well capitalized” or, with the FDIC’s approval, “adequately capitalized.”
Depository institutions that have brokered deposits in excess of 10% of total assets are subject to increased FDIC deposit insurance
premium assessments. However, for institutions that are well capitalized and have a CAMELS composite rating of 1 or 2, reciprocal
deposits are deducted from brokered deposits. Section 202 of the Economic Growth, Regulatory Relief, and Consumer Protection Act
(the “Economic Growth Act”), which was enacted in 2018, amended the FDIA to exempt a capped amount of reciprocal deposits from
treatment as brokered deposits for certain insured depository institutions.
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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 Financial Protection
The Company and the Bank are subject to a number of federal and state consumer protection laws that govern their relationship with
customers. These laws include the Consumer Financial Protection Act of 2010, Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability
Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection
Practices Act, the Right to Financial Privacy Act, the Servicemembers Civil Relief Act, and these laws’ respective state-law
counterparts, as well as state usury laws and laws regarding unfair and deceptive acts and practices. These and other federal laws,
among other things, require disclosures of the cost of credit and terms of deposit accounts, provide substantive consumer rights,
prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections,
prohibit unfair, deceptive, and abusive practices, restrict the Bank’s ability to raise interest rates, and subject the Bank to substantial
regulatory oversight. Violations of applicable consumer protection laws can result in significant potential liability from litigation
brought by customers, including actual damages, restitution, and attorneys’ fees.
Further, the Consumer Financial Protection Bureau (“CFPB”) has broad rulemaking authority for a wide range of consumer financial
laws that apply to all banks, including, among other things, the authority to prohibit “unfair, deceptive or abusive” acts and practices.
While there are no statutory definitions for those terms, the CFPB has found an act or practice to be “unfair” when: “(i) it causes or is
likely to cause substantial injury to consumers; (ii) the injury is not reasonably avoidable by consumers; and (iii) the injury is not
outweighed by countervailing benefits to consumers or to competition.” “Deceptive acts or practices” occur when “(i) the act or
practice misleads or is likely to mislead the consumer; (ii) the consumer’s interpretation is reasonable under the circumstances; and
(iii) the misleading act or practice is material.” Finally, an act or practice is “abusive” when it: “(i) materially interferes with the ability
of a consumer to understand a term or condition of a consumer financial product or service; or (ii) takes unreasonable advantage of (a)
a consumer’s lack of understanding of the material risks, costs, or conditions of the product or service; (b) a consumer’s inability to
protect his or her interests in selecting or using a consumer financial product or service; or (c) a consumer’s reasonable reliance on a
covered person to act in his or her interests.”
Neither the Dodd-Frank Act, nor the individual consumer financial protection laws prevent states from adopting stricter consumer
protection standards.
Community Reinvestment Act
The Community Reinvestment Act of 1977 (the “CRA”) requires depository institutions to assist in meeting the credit needs of their
market areas consistent with safe and sound banking practice. Under the CRA, each depository institution is required to help meet the
credit needs of its market areas by, among other things, providing credit to low- and moderate-income individuals and communities.
These factors are also considered in evaluating mergers, acquisitions, and applications to open a branch or facility. The applicable
federal banking agencies regularly conduct CRA examinations to assess the performance of financial institutions and assign one of
four ratings to the institution’s records of meeting the credit needs of its community. The Bank received a “Satisfactory” rating during
its last examination in July 2020.
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Insider Credit Transactions
Section 22(h) of the FRA and its implementing Regulation O restricts loans to directors, executive officers, and principal shareholders
of a bank or its affiliates, and companies and political or campaign committees controlled by such persons (“insiders”). Under Section
22(h), a loan by a bank to any insider may not exceed, together with all other outstanding loans to such person and any company or
political or campaign committee controlled by such person, the bank’s loan-to-one-borrower limit. Loans to insiders above specified
amounts must receive the prior approval of the board of directors. Further, under Section 22(h) of the FRA, loans to insiders 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 (or, if applicable, the bank
affiliate’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 executive officers. A violation of these restrictions may result in the assessment of substantial civil monetary
penalties on the affected bank or any officer, director, employee, agent, or other person participating in the conduct of the affairs of
that bank, the imposition of a cease and desist order, and other regulatory sanctions.
Financial Privacy
The Company is subject to federal laws, including the Gramm-Leach-Bliley Act (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 non-affiliated financial institutions. These provisions require notice of privacy policies to customers 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.
Financial Data Security
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 customers and regulators of security breaches that
result in unauthorized access to their nonpublic personal information.
Incentive Compensation
The Dodd-Frank Act requires the federal banking agencies and the Securities and Exchange Commission (the “SEC”) to establish
joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities, including the
Company and the Bank, with at least $1 billion in total consolidated assets that encourage inappropriate risks by providing an
executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits that could lead to
material financial loss to the entity. The federal banking agencies and the SEC most recently proposed such regulations in 2016, but
the regulations have not yet been finalized. If the regulations are adopted in the form initially proposed, they will restrict the manner in
which executive compensation is structured.
The Dodd-Frank Act also requires publicly traded companies to give shareholders a non-binding vote on executive compensation and
on so-called “golden parachute” payments in connection with approvals of mergers and acquisitions.
Anti-Money Laundering Initiatives and the USA PATRIOT Act
Under Title III of the USA PATRIOT Act, all financial institutions are required to take certain measures to identify their customers,
prevent money laundering, monitor customer transactions, and report suspicious activity to U.S. law enforcement agencies. 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 U.S. Department of the Treasury have adopted regulations to implement several of these provisions. 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 Bank Secrecy Act and USA PATRIOT Act compliance program commensurate with its risk profile.
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The Fair Credit Reporting Act’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 (“OFAC”) Regulation
The Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury administers and enforces economic and trade
sanctions based on U.S. foreign policy and national security goals against targeted foreign countries and regimes, terrorists,
international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other
threats to the national security, foreign policy, or economy of the United States. OFAC publishes lists of individuals and companies
owned or controlled by, or acting for or on behalf of, targeted countries. It also lists individuals, groups, and entities, such as terrorists
and narcotics traffickers, designated under programs that are not country specific. These are typically known as the OFAC rules based
on their administration by the OFAC. The OFAC-administered sanctions targeting countries take many different forms. Generally,
they contain one or more of the following elements: (i) 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 (ii) 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.
Available Information
The SEC maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC.
Our Internet website is https://www.cambridgetrust.com. You can obtain on our website, free of charge, a copy of our Annual Report
on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports, as soon as
reasonably practicable after we electronically file such reports or amendments with, or furnish them to, the SEC. Our Internet website
and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.
Human Capital
As of December 31, 2020, the Company had 372 full-time and 11 part-time employees. At any given time, less than 1% of our
employees are temporary. The Company’s employees are not represented by any collective bargaining unit.
The Company is committed to recruiting, developing and promoting a diverse workforce to meet the current and future demands of
our business. In 2019, we instituted a policy which requires that all searches for positions Vice President and above include least one
racially or ethnically diverse and one female candidate. All of our positions are listed on multiple job boards specifically targeted
towards women, minorities, veterans, and people with disabilities.
As of December 31, 2020, our overall workforce was 54.8% female and 21.3% racially or ethnically diverse. Of those employees with
position titles of Vice President and above, 42% were female and 12.5% were racially or ethnically diverse.
To ensure we provide a rich experience for our employees, we measure organizational culture and engagement by periodically
engaging independent third parties to conduct cultural assessments and employee engagement surveys. Our employee driven
Engagement Committee and Culture Task Force focus on monitoring and making continuous improvements to our work environment
and employee engagement.
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The Company encourages employees to contribute their personal best while respecting the balance between work and personal life. To
empower employees to reach their potential, we provide training and development programs including traditional classroom training
and coaching and experiential learning through Company-wide initiative beyond the scope of their everyday responsibilities. We also
provide access to virtual and self-directed online courses in topics ranging from compliance to management skills through our BAI
Learning system. To identify and develop our next generation of leaders, we have a robust talent and succession planning process and
specialized programs to support the development of our talent pipeline at different levels. The Company believes that its employee
relations are good.
Item 1A. Risk Factors.
Risks Related to our Business and Industry
The COVID-19 pandemic is adversely impacting us and our customers, counterparties, employees, and third-party service
providers. Further, the COVID-19 pandemic could lead to an economic recession or other severe disruptions in the U.S. economy
and may disrupt banking and other financial activity in the areas in which we operate and the adverse impacts on our business,
financial position, results of operations and prospects could be significant.
The outbreak of COVID-19 has caused significant economic dislocation in the United States as many state and local governments
have ordered non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slow-
down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, more than 70 million people have
filed claims for unemployment, and stock markets have declined in value and in particular bank stocks have significantly declined in
value. In response to the COVID-19 pandemic, the Federal Reserve has reduced the benchmark fed funds rate to a target range of 0%
to 0.25%, and the yields on 10-year and 30-year treasury notes have declined to historic lows. Various state governments and federal
agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). We
have instituted payment deferral programs to aid existing borrowers with payment forbearance. In addition, the federal banking
agencies have encouraged financial institutions to prudently work with affected borrowers and recently passed legislation has provided
relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Certain industries have been
particularly hard-hit, including the travel and hospitality industry, the restaurant industry, and the retail industry. Finally, the spread of
COVID-19 has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of
physical participation in meetings, events, and conferences. We have many employees working remotely and may take further actions
as may be required by government authorities or that we determine is in the best interests of our employees, customers, and business
partners.
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our
business. The extent of such impact will depend on future developments, which are highly uncertain, including when COVID-19 can
be controlled and abated and when and how the economy may be reopened. As the result of the COVID-19 pandemic and the related
adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a
material, adverse effect on our business, financial condition, liquidity, and results of operations:
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demand for products and services may decline, making it difficult to grow assets and income;
if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of
time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced
income;
collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
our allowance for credit losses may have to be increased if unemployment forecasts increase or borrowers experience
financial difficulties beyond forbearance periods, which will adversely affect our net income;
the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;
as the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on our assets
may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin
and spread and reducing net income;
a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly
cash dividend;
our wealth management revenues may decline with continuing market turmoil;
our cyber security risks are increased as the result of an increase in the number of employees working remotely; and
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• we rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19
outbreak could have an adverse effect on us.
These factors, among others, together or in combination with other events or occurrences not yet known or anticipated, could
adversely affect our operations. In addition, other countries as well as the United States are currently experiencing a resurgence of the
COVID-19 virus and if the rate of infections continues to rise, these factors will be exacerbated.
Deterioration in local economic conditions may negatively impact our financial performance.
The Company’s success depends primarily on the general economic conditions in Eastern Massachusetts and New Hampshire 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 Massachusetts and New Hampshire. 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 economy may limit funds available for deposit and may negatively affect our borrowers’ ability to repay their
loans on a timely basis, both of which could have an impact on our profitability.
Variations in interest rates may negatively affect our financial performance.
The Company’s earnings and financial condition 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
Federal Reserve, affect interest income and interest expense. 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. If the cost of interest-bearing deposits increases at a rate greater than the yields on interest-earning
assets increase, then 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.
Although management believes it has implemented effective asset and liability management strategies to mitigate the potential adverse
effects of changes in interest rates on the Company’s results of operations, 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.
Changes in the economy or the financial markets could materially affect our financial performance.
Downturns in the United States or global economies or financial markets could adversely affect the demand for and income received
from the Company’s fee-based services. Revenues from the Wealth Management Group depend in large part on the level of assets
under management and administration. Market volatility that leads customers to liquidate investments, as well as lower asset values,
can reduce our level of assets under management and administration and thereby decrease our investment management and
administration revenues.
Our loan portfolio includes loans with a higher risk of loss.
The Bank originates commercial and industrial loans, commercial real estate loans, consumer loans, and residential mortgage loans
primarily within our market area. Our lending strategy focuses on residential real estate lending, as well as servicing commercial
customers, including increased emphasis on commercial and industrial lending, and commercial deposit relationships. Commercial
and industrial loans, commercial real estate loans, and consumer loans may expose a lender to greater credit risk than loans secured by
residential real estate because the collateral securing these loans may not be sold as easily as residential real estate. In addition,
commercial real estate and commercial and industrial loans may also involve relatively large loan balances to individual borrowers or
groups of borrowers. These loans also have greater credit risk than residential real estate for the following reasons:
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Commercial Real Estate Loans. Repayment is dependent on income being generated in amounts sufficient to cover
operating expenses and debt service.
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Commercial and Industrial Loans. Repayment is generally dependent upon the successful operation of the borrower’s
business.
Consumer Loans. Consumer loans are collateralized, if at all, with assets that may not provide an adequate source of
payment of the loan due to depreciation, damage, or loss.
Any downturn in the real estate market or local economy could adversely affect the value of the properties securing the loans or
revenues from the borrowers’ businesses thereby increasing the risk of non-performing loans.
We may experience losses and expenses if security interests granted for loans are not enforceable.
When the Company makes loans it sometimes obtains liens, such as real estate mortgages or other asset pledges, to provide the
Company with a security interest in collateral. If there is a loan default, the Company may seek to foreclose upon collateral and
enforce the security interests to obtain repayment and eliminate or mitigate the Company’s loss. Drafting errors, recording errors,
other defects or imperfections in the security interests granted to the Company and/or changes in law may render liens granted to the
Company unenforceable. The Company may incur losses or expenses if security interests granted to the Company are not enforceable.
If our allowance for credit losses is not sufficient to cover actual loan losses, then our earnings will decrease.
The Bank’s loan customers may not repay their loans according to their terms and the collateral securing the payment of these loans
may be insufficient to pay any remaining loan balance. The Bank therefore may experience significant credit losses, which could have
a material adverse effect on our operating results. Material additions to our allowance for credit losses would materially decrease our
net income, and the charge-off of loans may cause us to increase the allowance. The Bank makes various assumptions and judgments
about the collectability of the loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other
assets serving as collateral for the repayment of many of our loans. We rely on our loan quality reviews, our experience, and our
evaluation of economic conditions, among other factors, in determining the amount of the allowance for credit losses. If our
assumptions prove to be incorrect, our allowance for credit losses may not be sufficient to cover losses inherent in our loan portfolio,
resulting in additions to our allowance.
Strong competition within our industry and market area could hurt our performance and slow our growth.
The Company operates in a competitive market for both attracting deposits, which is our primary source of funds, and originating
loans. Historically, our most direct competition for deposits has come from savings and commercial banks. Our competition for loans
comes principally from commercial banks, savings institutions, mortgage banking firms, credit unions, finance companies, mutual
funds, insurance companies, and investment banking firms. We also face additional competition from internet-based institutions and
brokerage firms. Competition for loan originations and deposits may limit our future growth and earnings prospects.
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 service quality, high ethical
standards and reputation;
the ability to expand the Company’s market position;
the scope, relevance, and pricing of products and services offered to meet customer needs and demands;
the rate at which the Company introduces new products, services, and technologies relative to its competitors;
customer satisfaction with the Company’s level of service;
industry and general economic trends; and
the ability to attract and retain talented employees.
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’s earnings may not grow if we are unable to successfully attract core deposits and lending opportunities and execute
opportunities to generate fee-based income.
The Company has experienced growth, and our future business strategy is to continue to expand. Historically, the growth of our loans
and deposits has been the principal factor in our increase in net-interest income. In the event that we are unable to execute our business
strategy of continued growth in loans and deposits, our earnings could be adversely impacted. The Company’s ability to continue to
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grow depends, in part, upon our ability to expand our market share, to successfully attract core deposits and identify loan and
investment opportunities, as well as opportunities to generate fee-based income. Our ability to manage growth successfully will also
depend on whether we can continue to efficiently fund asset growth and maintain asset quality and cost controls, as well as on factors
beyond our control, such as economic conditions and interest-rate trends.
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.
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.
One 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. To manage
this risk, the Company has the ability to purchase brokered certificates of deposit, 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,
the Company’s net interest income, and therefore earnings, could be adversely affected.
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 subsidiary.
The Company is a separate and distinct legal entity from its subsidiary, the Bank. It receives substantially all of its revenue from
dividends from the Bank. These dividends are the principal source of funds to pay dividends on the Company’s common stock.
Various federal and/or state laws and regulations limit the amount of dividends that the Bank may pay to the Company. Also, 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 depositors and certain other 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.
The Company depends on its executive officers and key personnel to continue the implementation of our long-term business
strategy and could be harmed by the loss of their services.
The Company believes that its continued growth and future success will depend in large part upon the skills of our management team.
The competition for qualified personnel in the financial services industry is intense, and the loss of our key personnel, or an inability
to continue to attract or retain and motivate key personnel could adversely affect our business. We cannot provide any assurance that
we will be able to retain our existing key personnel, attract additional qualified personnel, or effectively manage the succession of key
personnel. We have change of control agreements with our actively employed named executive officers, and the loss of the services of
one or more of our executive officers or key personnel could impair our ability to continue to develop our business strategy.
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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 could create significant delays and expense that adversely affect the Company’s business and performance.
The possibility of the economy’s return to recessionary conditions and the possibility of further turmoil or volatility in the financial
markets would likely have an adverse effect on our business, financial position, and results of operations.
The economy in the United States and globally has experienced volatility in recent years and may continue to experience such
volatility for the foreseeable future. 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 / pandemics, such as 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;
economic and market developments may further affect consumer and business confidence levels and may cause declines
in credit usage and adverse changes in payment patterns, causing increases in delinquencies and default rates;
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;
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;
customers of the Company’s Wealth Management Group 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;
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
the value of loans and other assets or collateral securing loans may decrease.
The Company may be adversely affected by the soundness of other financial institutions, including the FHLB of Boston.
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.
The Company has exposure to 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 the Federal Home Loan Bank of Boston (“FHLB of Boston”) in order to qualify for
membership in the FHLB system, which enables it to borrow funds under the FHLB of Boston’s advance program. The carrying value
and fair market value of our FHLB of Boston common stock was $5.7 million as of December 31, 2020. There are 11 branches of the
FHLB, including Boston, 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 Boston could adversely affect the value of our investment in its common stock and
negatively impact our results of operations.
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Risks Related to an Investment in the Company’s Securities
The Company’s common stock price may fluctuate significantly.
The market price of the Company’s common stock may fluctuate significantly in response to a number of factors including, but not
limited to:
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the political climate and whether the proposed policies of the current presidential administration in the U.S. that have
affected market prices for financial institution stocks are successfully implemented;
changes in securities analysts’ recommendations or expectations of financial performance;
volatility of stock market prices and volumes;
incorrect information or speculation;
changes in industry valuations;
announcements regarding proposed acquisitions;
variations in operating results from general expectations;
actions taken against the Company by various regulatory agencies;
changes in authoritative accounting guidance;
changes in general domestic economic conditions such as inflation rates, tax rates, unemployment rates, labor and
healthcare cost trend rates, recessions, and changing government policies, laws, and regulations; and
severe weather, natural disasters, epidemics / pandemics such as COVID-19, acts of war or terrorism, and other external
events.
Future issuance of our common stock may have a dilutive effect and may reduce the voting power and relative percentage interests
of current common stockholders in our earnings and market value, and 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.
Future issuances of shares of our common stock, including for acquisitions, may have a dilutive effect and may reduce the voting
power and relative percentage interests of current common stockholders in our earnings and market value. Additionally, 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 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 shareholders 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 or 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 shareholders 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 Legal, Governmental and Regulatory Changes
The Company is subject to extensive government regulation and supervision, which may interfere with its ability to conduct its
business and may negatively impact its financial results.
The Company, primarily through the Bank, Cambridge Trust Company of New Hampshire, Inc., and certain non-bank subsidiaries,
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 shareholders. These laws and regulations affect the
Company’s lending practices, capital structure, investment practices, dividend policy, and growth, among other things. Congress and
federal and state banking 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.
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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.
State and federal banking agencies periodically conduct examinations of our business, including for compliance with laws and
regulations, and our failure to comply with any supervisory actions to which we are or become subject as a result of such
examinations may adversely affect our business.
Federal and state regulatory agencies periodically conduct examinations of our business, including our compliance with laws and
regulations. If, as a result of an examination, an agency were to determine that the financial, capital resources, asset quality, earnings
prospects, management, liquidity, or other aspects of any of our operations had become unsatisfactory or violates any law or
regulation, such agency may take certain remedial or enforcement actions it deems appropriate to correct any deficiency. Remedial or
enforcement actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions
resulting from any violation or practice, to issue an administrative order that can be judicially enforced against a bank, to direct an
increase in the bank’s capital, to restrict the bank’s growth, to assess civil monetary penalties against a bank’s officers or directors, and
to remove officers and directors. In the event that the FDIC concludes that, among other things, our financial condition cannot be
corrected or that there is an imminent risk of loss to our depositors, it may terminate our deposit insurance. The Consumer Financial
Protection Bureau (“CFPB”) also has authority to take enforcement actions, including cease-and desist orders or civil monetary
penalties, if it finds that we offer consumer financial products and services in violation of federal consumer financial protection laws.
If we are unable to comply with future regulatory directives, or with the terms of any future supervisory requirements to which we
may become subject, then we could become subject to a variety of supervisory actions and orders, including cease and desist orders,
prompt corrective actions, memoranda of understanding, and other regulatory enforcement actions. Such supervisory actions could,
among other things, impose greater restrictions on our business, as well as our ability to develop any new business. The Company
could also be required to raise additional capital or dispose of certain assets and liabilities within a prescribed time period, or both.
Failure to implement remedial measures as required by financial regulatory agencies could result in additional orders or penalties from
federal and state regulators, which could trigger one or more of the remedial actions described above. The terms of any supervisory
action and associated consequences with any failure to comply with any supervisory action could have a material negative effect on
our business, operating flexibility, and overall financial condition.
The Company may be subject to more stringent capital requirements.
The Bank and the Company are each subject to capital adequacy guidelines and other regulatory requirements specifying minimum
amounts and types of capital which each of the Bank and the Company must maintain. From time to time, the regulators implement
changes to these regulatory capital adequacy guidelines. If we fail to meet these minimum capital guidelines and other regulatory
requirements, then our financial condition would be materially and adversely affected. Any changes to regulatory capital requirements
could adversely affect our ability to pay dividends or could require us to reduce business levels or to raise capital, including in ways
that may adversely affect our financial condition or results of operations.
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 encouraging banks to transition away
from U.S. Dollar (USD) LIBOR as soon as practicable and in any event by December 31, 2021 for new contracts. LIBOR is currently
anticipated to be fully phased out by June 30, 2023. At this time, it is not possible to predict whether and to what extent banks will
continue to provide submissions for the calculation of LIBOR. Similarly, it is not possible to predict whether LIBOR will continue to
be viewed as an acceptable market benchmark, what rate or rates may become accepted alternatives to LIBOR or what the effect of
any such changes in views or alternatives may be on the markets for LIBOR-indexed financial instruments.
We have 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 or 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. Although we are currently unable to assess what the ultimate impact of the transition from LIBOR
will be, failure to adequately manage the transition could have a material adverse effect on our business, financial condition, and
results of operations.
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Accounting standards periodically change and the application of our accounting policies and methods may require management to
make estimates about matters that are uncertain.
The regulatory bodies that establish accounting standards, including, among others, the FASB, and the SEC, periodically revise or
issue new financial accounting and reporting standards that govern the preparation of our consolidated financial statements. The effect
of such revised or new standards on our financial statements can be difficult to predict and can materially impact how we record and
report our financial condition and results of operations.
In addition, management must exercise judgment in appropriately applying many of our accounting policies and methods so they
comply with generally accepted accounting principles. In some cases, management may have to select a particular accounting policy
or method from two or more alternatives. In some cases, the accounting policy or method chosen might be reasonable under the
circumstances and yet might result in our reporting materially different amounts than would have been reported if we had selected a
different policy or method. Accounting policies are critical to fairly presenting our financial condition and results of operations and
may require management to make difficult, subjective, or complex judgments about matters that are uncertain.
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. 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 could have a material adverse effect on our business, results of operations
and financial condition.
Legal proceedings to which we are subject or may become subject may have a material adverse impact on our financial position
and results of operations.
Like many banks and other financial services organizations in our industry, we are from time to time involved in various legal
proceedings and subject to claims and other actions related to our business activities brought by customers, employees, and others. All
such legal proceedings are inherently unpredictable and, regardless of the merits of the claims, litigation is often expensive, time-
consuming, disruptive to our operations and resources, and distracting to management. If resolved against us, such legal proceedings
could result in excessive verdicts and judgments, injunctive relief, equitable relief, and other adverse consequences that may affect our
financial condition and how we operate our business. Similarly, if we settle such legal proceedings, it may affect our financial
condition and how we operate our business. Future court decisions, alternative dispute resolution awards, matters arising due to
business expansion, or legislative activity may increase our exposure to litigation and regulatory investigations. In some cases,
substantial non-economic remedies or punitive damages may be sought. Although we maintain liability insurance coverage, there can
be no assurance that such coverage will cover any particular verdict, judgment, or settlement that may be entered against us, that such
coverage will prove to be adequate, or that such coverage will continue to remain available on acceptable terms, if at all. Legal
proceedings to which we are subject or may become subject may have a material adverse impact on our financial position and results
of operations.
The Company is exposed to risk of environmental liabilities with respect to properties to which we obtain title.
A significant portion of our loan portfolio is 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. The Company 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, and prospects.
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Risks Related to Cybersecurity and Data Privacy
A breach of information security, including cyber-attacks, could disrupt our business and impact our earnings.
The Company depends upon data processing, communication, and information exchange on a variety of computing platforms and
networks and over the internet. In addition, we rely on the services of a variety of vendors to meet our data processing and
communication needs. Despite existing safeguards, we cannot be certain that all of our systems are free from vulnerability to attack or
other technological difficulties or failures. During the normal course of our business, we have experienced and we expect to continue
to experience attempts to breach our systems, none of which has been material to the Company to date, and we may be unable to
protect sensitive data and the integrity of our systems. If information security is breached or difficulties or failures occur, despite the
controls we and our third-party vendors have instituted, information can be lost or misappropriated, resulting in financial loss or costs
to us, reputational harm, or damages to others. Such costs or losses could exceed the amount of insurance coverage, if any, which
would adversely affect our earnings.
The Company may be adversely affected by fraud.
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. During the normal course of our
business, we have been subjected to and we expect to continue to be subject to theft and fraudulent activity, none of which has been
material to the Company to date.
The Company continually encounters technological change and the failure to understand and adapt to these changes could hurt
its 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 better serve
customers 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 Acquisitions
The risks presented by acquisitions, such as the acquisition of Optima and the Wellesley Merger, could adversely affect our
financial condition and results of operations.
The business strategy of the Company may include growth through acquisition such as the acquisition of Optima and the Wellesley
merger. Any such future acquisitions will be accompanied by the risks commonly encountered in acquisitions. These risks may
include, among other things:
•
•
•
•
•
our ability to realize anticipated cost savings;
the difficulty of integrating operations and personnel, and the 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, 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.
The Company 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.
The integration of the Company and Wellesley 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 Wellesley merger will depend in part on whether the operations of Wellesley
can be integrated in a timely and efficient manner with those of the Company. The Company will face challenges in consolidating its
21
functions with those of Wellesley, and integrating the organizations, procedures, and operations of the two businesses. The integration
of the Company and Wellesley 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 Wellesley 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 Wellesley 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.
General Risks
Natural disasters, acts of war or terrorism, the impact of health epidemics and other adverse external events could detrimentally
affect our financial condition and results of operations.
Natural disasters, acts of war or terrorism, and other adverse external events could have a significant negative impact on our ability to
conduct business or upon third parties who perform operational services for us or our customers. Such events also could affect the
stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans,
cause significant property damage, result in lost revenue or cause us to incur additional expenses.
The recent COVID-19 outbreak could negatively impact the ability of our employees and customers to engage in banking and other
financial transactions in the geographic areas in which the Company operates. The Company also could be adversely affected if key
personnel or a significant number of employees were to become unavailable due to a coronavirus outbreak in our market areas.
Although the Company has business continuity plans and other safeguards in place, there is no assurance that such plans and
safeguards will be effective. In the event of a natural disaster, the spread of the coronavirus to our market areas or other adverse
external events, our business, services, asset quality, financial condition and results of operations could be adversely affected.
The effects of widespread public health emergencies may negatively affect our local economies or disrupt our operations, which
would have an adverse effect on our business or results of operations.
Widespread health emergencies, such as the recent coronavirus outbreak, can disrupt our operations through their impact on our
employees, customers and their businesses, and the communities in which we operate. Disruptions to our customers could result in
increased risk of delinquencies, defaults, foreclosures, and losses on our loans, negatively impact regional economic conditions, result
in a decline in local loan demand, loan originations and deposit availability and negatively impact the implementation of our growth
strategy. Any one or more of these developments could have a material adverse effect on our business, financial condition, and results
of operations.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The Company conducts its business through 21 private banking offices, including its main banking office and headquarters in
Cambridge, Massachusetts. The Company also has operations centers in Burlington and Wellesley, Massachusetts, and Portsmouth,
New Hampshire, five wealth management offices, and two off-site ATMs.
Item 3. Legal Proceedings.
From time to time, the Company and its subsidiaries may be parties to various claims and lawsuits arising in the ordinary course of
their normal business activities. Although the ultimate outcome of these suits, if any, cannot be ascertained at this time, it is the
opinion of management that none of these matters, even if it resolved adversely to the Company, will have a material adverse effect on
the Company’s consolidated financial position. The Company is not currently party to any material pending legal proceedings.
Item 4. Mine Safety Disclosures.
None.
22
PART II
Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
On October 18, 2017, shares of the Company’s common stock commenced trading on the NASDAQ Stock Market under the symbol
“CATC”. Prior to this date, the Company’s shares traded on the over-the-counter market.
As of February 28, 2021, there were 6,940,649 shares of the Company’s common stock outstanding held by 559 holders of record.
The number of record-holders may not reflect the number of persons or entities holding stock in nominee name through banks,
brokerage firms, and other nominees. The closing price of the Company’s common stock on December 31, 2020 was $69.75. The
Company declared cash dividends of $2.12 and $2.04 per share in 2020 and 2019, respectively.
The continued payment of dividends depends upon our profitability, debt and equity structure, earnings, financial condition, need for
capital and other factors, including economic conditions, regulatory restrictions, and tax considerations. We cannot guarantee the
payment of dividends or that, if paid, that dividends will not be reduced or eliminated in the future.
The only funds available for the payment of dividends on our capital stock will be cash and cash equivalents held by us, dividends
paid to us by the Bank, and borrowings. The Bank will be prohibited from paying cash dividends to us to the extent that any such
payment would reduce the Bank’s capital below required capital levels.
The Company’s primary source of funds for dividends paid to shareholders is the receipt of dividends from the Bank. A discussion of
the restrictions on the advance of funds or payments of dividends by the Bank to the Company is included in “Supervision and
Regulation – Dividends.”
Stock Performance Graph
The following compares the cumulative total shareholder return on the Company’s common stock against the cumulative total return
of the KBW NASDAQ Index and the SNL U.S. Bank and Thrift Index from December 31, 2015 to December 31, 2020. The results
presented assume that the value of the Company’s common stock and each index was $100.00 on December 31, 2015. The total return
assumes reinvestment of dividends.
NASDAQ:CATC: 47.15 %
SNL U.S. Bank and Thrift: 28.65 %
KBW Nasdaq Bank Index: 33.97 %
)
%
(
e
g
n
a
h
C
e
c
i
r
P
125
100
75
50
25
0
-25
Dec '15
Jun '16
Dec '16
Jun'17
Dec '17
Jun '18
Dec '18
Jun '19
Dec '19
Jun '20
Dec '20
Index
NASDAQ:CATC: 47.15 %
SNL U.S. Bank and Thrift: 28.65 %
KBW Nasdaq Bank Index: 33.97 %
Dec '15
0.00
0.00
0.00
Jun '16
-1.71
-10.42
-11.25
Period Ending
Dec '16
31.41
23.34
25.60
Jun'17
41.88
27.53
30.81
Dec '17
68.35
42.40
46.01
Jun '18
82.57
38.00
42.16
Dec '18
75.63
15.88
17.39
Jun '19
71.94
31.92
34.08
Dec '19
69.09
52.66
55.11
Jun '20
24.98
-0.72
1.99
Dec '20
47.15
28.65
33.97
Source: S&P Global Market Intelligence © 2021
23
This performance graph shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
Issuer Purchase of Equity Securities
The following table sets forth the information regarding the Company’s repurchases of its common stock during the three months
ended December 31, 2020:
Period
October 1 to October 31, 2020
November 1 to November 30, 2020
December 1 to December 31, 2020
Total
Total Number of
Shares Repurchased (1)
Weighted Average
Price Paid Per Share
— $
172
$
— $
172
—
69.74
—
(1)
Shares repurchased by the Company relate to shares tendered by employees to pay their income tax liability on current period
equity award vestings.
On March 15, 2021, the Company's board of directors authorized a stock repurchase program to acquire from time to time up to 5.0%
shares of the Company’s common stock through March 15, 2022, provided that the aggregate purchase price does not exceed $26.0
million. The timing and amount of any shares of the Company’s common stock repurchased will be determined by the Company’s
management based on its evaluation of market conditions and other factors. The stock repurchase program may be suspended or
discontinued at any time.
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities during the year ended December 31, 2020.
24
Item 6. Selected Financial Data.
The selected consolidated financial data set forth below does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by, the more detailed information
including the Consolidated Financial Statements and related Notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
p
Operating Data
Interest Income
Interest Expense
Net Interest and Dividend Income
Provision for Credit Losses
Noninterest Income
Noninterest Expense
Income Before Taxes
Income Taxes
Net Income (a GAAP Measure)
p
g
g
Operating Net Income (a non-GAAP measure)*
Average shares outstanding, basic
Average shares outstanding, diluted
Total shares outstanding
g
Basic Earnings Per Share
Diluted Earnings Per Share
Operating Diluted Earnings Per Share (a non-GAAP measure)*
Dividends Declared Per Share
Dividend payout ratio (1)
g
Financial Condition Data
Total Assets
Total Deposits
Total Loans
Shareholders' Equity
Book Value Per Share
Tangible Book Value Per Share (a non-GAAP measure)*
g
g
Performance Ratios
Return on Average Assets
Operating Return on Average Assets (a non-GAAP measure)*
Return on Average Shareholders' equity
y
q
Operating Return on Tangible Common Equity (a non-GAAP measure)*
Total Shareholders’ Equity to Total Assets
q
Interest rate spread (2)
Net Interest Margin, taxable equivalent (3)
Efficiency ratio (4)
Operating Efficiency Ratio (a non-GAAP measure)*
g
g
y
y
q
p
Wealth Management Assets
Market Value of Assets Under Management & Administration
g
Asset Quality
Non-Performing Loans
Non-Performing Loans/Total Loans
Net (Charge-Offs)/Recoveries
g
Allowance/Total Loans
Capital Ratios (5):
Total capital
p
Tier 1 capital
Common Equity Tier 1
q
Tier 1 leverage capital
y
Other Data:
Number of full-service offices
Full time equivalent employees
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2020
129,378
9,145
120,233
18,310
39,525
98,085
43,363
11,404
31,959
43,870
6,289,481
6,344,409
6,926,728
5.07
5.03
6.90
2.12
42%
3,949,297
3,403,083
3,153,648
401,732
58.00
50.07
0.91%
1.25%
9.09%
14.38%
10.17%
3.52%
3.65%
61.40%
56.66%
4,167,903
8,962
0.28%
(439 )
1.14%
13.93%
12.68%
12.68%
8.89%
21
372
2019
December 31,
2018
(dollars in thousands, except per share data)
2017
$
$
$
$
$
$
$
$
$
$
$
$
96,339
17,643
78,696
3,004
36,401
78,175
33,918
8,661
25,257
29,156
4,629,255
4,661,720
5,400,868
5.41
5.37
6.20
2.04
38%
2,855,563
2,358,878
2,226,728
286,561
53.06
46.66
0.97%
1.12%
11.40%
14.80%
10.04%
2.93%
3.22%
67.92%
63.78%
3,452,852
5,651
0.25%
(1,592 )
0.82%
13.61%
12.70%
12.70%
8.98%
16
303
$
$
$
$
$
$
$
$
$
$
$
$
69,055
5,467
63,588
1,502
32,989
63,987
31,088
7,207
23,881
24,024
4,061,529
4,098,633
4,107,051
5.82
5.77
5.80
1.96
34%
2,101,384
1,811,410
1,559,772
167,026
40.67
40.57
1.21%
1.21%
15.35%
15.49%
7.95%
3.19%
3.33%
66.25%
66.05%
2,876,702
642
0.04%
(54 )
1.08%
13.25%
12.07%
12.07%
8.49%
10
252
$
$
$
$
$
$
$
$
$
$
$
61,191
3,587
57,604
362
30,224
59,292
28,174
13,358
14,816
18,687
4,030,530
4,065,754
4,082,188
3.64
3.61
4.56
1.86
51%
1,949,934
1,775,400
1,350,899
147,957
36.24
36.14
0.79%
1.00%
10.47%
13.24%
7.59%
3.16%
3.25%
67.51%
67.51%
3,085,669
1,298
0.10%
(303 )
1.13%
13.75%
12.50%
12.50%
8.06%
11
239
2016
57,028
3,355
53,673
132
28,661
56,750
25,452
8,556
16,896
16,896
3,990,343
4,028,944
4,036,879
4.19
4.15
4.15
1.84
44%
1,848,999
1,686,038
1,320,154
134,671
33.36
33.26
0.95%
0.95%
12.77%
12.81%
7.28%
3.12%
3.21%
68.93%
68.93%
2,689,103
1,676
0.13%
(62 )
1.16%
13.14%
11.89%
11.89%
7.95%
11
238
*
(1)
(2)
(3)
(4)
(5)
See GAAP to Non-GAAP reconciliations in Item 7
Dividend payout ratio represents per share dividends declared divided by diluted earnings per share.
The interest rate spread represents the difference between the fully taxable equivalent weighted-average yield on interest-earning assets and the weighted-average cost of
interest-bearing liabilities for the period.
The net interest margin represents fully taxable equivalent net interest income as a percent of average interest-earning assets for the period.
The efficiency ratio represents noninterest expense as a percentage of the sum of net interest income and noninterest income.
Capital ratios are for Cambridge Bancorp.
25
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
Cambridge Bancorp (together with its bank subsidiary, unless the context otherwise requires, the “Company”) is a Massachusetts
state-chartered, federally registered bank holding company headquartered in Cambridge, Massachusetts. The Company is a
Massachusetts corporation formed in 1983 and has one banking subsidiary, Cambridge Trust Company (the “Bank”), formed in 1890.
At December 31, 2020, the Company had total assets of approximately $3.9 billion. Currently, the Bank operates 21 private banking
offices in Eastern Massachusetts and New Hampshire. The Company’s Wealth Management Group has five offices, one in Boston and
Wellesley, Massachusetts and three in New Hampshire in Concord, Manchester, and Portsmouth. The Company’s Assets under
Management and Administration as of December 31, 2020 were approximately $4.2 billion. The Bank’s clients consist primarily of
small- and medium-sized businesses and retail customers in these communities and surrounding areas throughout Massachusetts and
New Hampshire.
The Company’s results of operations are largely dependent on net interest income, which is the difference between the interest earned
on loans and securities and interest paid on deposits and borrowings. The results of operations are also affected by the level of income
and fees from wealth management services, loans, deposits, as well as operating expenses, the provision for credit losses, the impact
of federal and state income taxes, and the relative levels of interest rates and economic activity.
CRITICAL ACCOUNTING POLICIES
Accounting policies involving significant judgments and assumptions by management, which have, or could have, a material impact
on the carrying value of certain assets and impact income, are considered critical accounting policies.
The Company considers allowance for credit losses and income taxes to be its critical accounting policies.
Allowance for credit losses
The Company adopted ASU-2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments (“ASU 2016-13”) during the first quarter of 2020. ASU 2016-13, which has been codified under Topic 326,
replaced the previous GAAP method of calculating loan losses. Previously, GAAP required the use of the incurred loss methodology
versus ASU 2016-13 which utilizes an expected loss methodology. The use of an expected loss methodology, referred to as the current
expected credit loss (“CECL”) methodology, requires institutions to account for potential losses that previously would not have been
part of the calculation. The CECL methodology incorporates forecasting in addition to historical and current measures utilized in the
prior incurred loss methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial
assets measured at amortized cost, including loan receivables, held to maturity and available for sale debt securities.
Under the CECL methodology, the allowance for credit losses (“ACL”) consists of quantitative and qualitative components. The
quantitative component of the ACL is model based and utilizes a forward-looking macroeconomic forecast, complemented by a
qualitative component in estimating expected credit losses. The qualitative component of the ACL considers (i) the uncertainty of
forward-looking scenarios; (ii) certain portfolio characteristics, such as portfolio concentrations, real estate values, changes in the
number and amount of non-accrual and past due loans; and (iii) model limitations; among other factors.
ASU 2016-13 also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of
credit, financial guarantees, and other similar investment;) and net investments in leases recognized by a lessor in accordance with
ASU 2016-02 - Leases (Topic 842).
Losses on loan receivables are estimated and recognized upon origination of the loan, based on expected credit losses for the life of
the loan balance as of the period end date. The Company uses a discounted cash flow method incorporating probability of default and
loss given default forecasted based on statistically derived economic variable loss drivers combined with qualitative factors to estimate
expected credit losses. This process includes estimates which involve modeling loss projections attributable to existing loan balances,
considering historical experience, current conditions, and future expectations for homogeneous pools of loans over a reasonable and
supportable forecast period. The historical information either experienced by the Company or by a selection of peer banks when
appropriate, is derived from a combination of recessionary and non-recessionary performance periods for which data is available.
26
The reasonable and supportable forecast period is primarily determined based upon the stability of current economic conditions at
each measurement date. Management considers the accuracy level of historical loss forecast estimates, the specific loan level models
and methodology utilized, and considers material changes in growth and credit strategy; and business changes which may not be
applicable within the current environment. For periods beyond a reasonable and supportable forecast interval, we revert to historical
information over a period for which comparable data is available.
We also perform a qualitative assessment beyond model estimates and apply qualitative adjustments as management deems necessary
Adjustments are considered when management believes expected credit losses are not representative of historical loss experience
alone, and should be adjusted to reflect the current conditions and characteristics of the Company’s own portfolio. They are made at
the segment level, considering any required adjustments for differences in underwriting standards, portfolio mix, and other relevant
data shifts over time.
We evaluate the allowance for credit losses quarterly. We regularly review our collection experience (including delinquencies and net
charge-offs) in determining our allowance for credit losses. We also consider our historical loss experience to date based on actual
defaulted loans and overall portfolio indicators including delinquent and non-accrual loans, trends in loan volume and lending terms,
credit policies and other observable environmental factors such as unemployment and interest rate changes.
The underlying assumptions, estimates and assessments we use to estimate the allowance for credit losses reflect management’s best
estimate of model assumptions and forecasted conditions at that time. Changes in such estimates can significantly affect the allowance
and provision for credit losses. It is possible and likely that we will experience credit losses that are different from our current
estimates. Charge-offs are deducted from the allowance for credit losses when we judge the principal to be uncollectible, and
subsequent recoveries are added to the allowance, generally at the time cash is received on a charged-off account.
The expected credit losses for unfunded commitments are measured over the contractual period of the Company’s exposure to credit
risk. The estimate of credit loss incorporates assumptions for both the likelihood and amount of funding over the estimated life of the
commitments, for the risk of loss, and current conditions and expectations. Management periodically reviews and updates its
assumptions for estimated funding rates based on historical rates, and factors such as portfolio growth, changes to organizational
structure, economic conditions, borrowing habits, or any other factor which could impact the likelihood that funding will occur. The
Company does not reserve for unfunded commitments which are unconditionally cancellable.
Income Taxes
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, the Commonwealth of Massachusetts, the
State of New Hampshire, the State of Maine, and other states as required. Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the
deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets
and liabilities are adjusted through income tax expense. Deferred tax assets are reviewed quarterly and reduced by a valuation
allowance if, based upon the information available, it is more likely than not that some or all of the deferred tax assets will not be
realized. Interest and penalties related to unrecognized tax benefits, if incurred, are recognized as a component of income tax expense.
Recent Accounting Developments
See NOTE 3 – RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS to the audited Consolidated Financial Statements for
additional details on other recently issued and adopted accounting pronouncements and their expected impact on the Company’s
financial statements.
27
COVID-19
In December 2019, a novel strain of coronavirus was reported in Wuhan, China. The World Health Organization has declared the
outbreak to constitute a “Public Health Emergency of International Concern.” The COVID-19 outbreak is disrupting supply chains
and affecting production and sales across a range of industries.
The impact of the pandemic on the Company’s business, financial condition, results of operations, and its customers has not fully
manifested in 2020. The fiscal stimulus and relief programs appear to have delayed any materially adverse financial impact to the
Company. Once these stimulus programs have been exhausted, loan credit metrics may worsen and credit losses may ultimately
materialize. The magnitude of future credit losses may be affected by the impact of COVID-19 on individuals and businesses in the
long and short term. However, economic uncertainty remains high and bouts of elevated volatility are expected to continue, which
may have a future adverse financial impact on the Company. The extent of the continued impact of COVID-19 on our operational and
financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our
customers, employees, and vendors all of which are uncertain and cannot be predicted. Please see Risk Factors above for more detail
on risks related to COVID-19.
RESULTS OF OPERATIONS
Results of Operations for the years ended December 31, 2020 and 2019
General. Net income increased by $6.7 million, or 26.5%, to $32.0 million for the year ended December 31, 2020, from $25.3 million
for the year ended December 31, 2019, primarily due to a $26.2 million increase in net interest and dividend income after the
provision for credit losses and a $3.1 million increase in noninterest income. These increases were partially offset by a $19.9 million
increase in noninterest expense and higher income tax expenses of $2.7 million. Diluted earnings per share were $5.03 for 2020,
representing a 6.3% decrease over diluted earnings per share of $5.37 for 2019.
The results for the year ended December 31, 2020, included the merger accounting impact of the current expected credit loss
accounting standard (“CECL”) within the provision for credit losses, merger expenses, office closures and related one-time occupancy
expenses, and other non-operating items. Operating net income, excluding these items, was $43.9 million for the year ended
December 31, 2020, an increase of $14.7 million, or 50.5%, as compared to operating net income of $29.2 million for 2019. Operating
diluted earnings per share were $6.90 for 2020, representing an 11.3% increase over operating diluted earnings per share of $6.20 for
2019.
Net Interest and Dividend Income. Net interest and dividend income before provision for credit losses increased by $41.5 million, or
52.8%, to $120.2 million for the year ended December 31, 2020, as compared to $78.7 million for the year ended December 31, 2019,
primarily due to loan growth (both organic and as a result of the Optima and Wellesley mergers), lower cost of funds, loan accretion
associated with merger accounting and accelerated interest income from Payment Protection Program (“PPP”) loans forgiven during
the year.
•
•
Interest on loans increased by $35.4 million, or 41.6%, primarily due to merger related loan growth.
Interest on deposits decreased $8.3 million, or 53.4%, due to a decrease in interest rates paid on these deposits.
Total average interest-earning assets increased by $850.7 million, or 34.6%, to $3.3 billion for the year ended December 31, 2020
from $2.5 billion in 2019. The Company’s net interest margin, on a fully tax equivalent basis, increased 43 basis points to 3.65% for
the year ended December 31, 2020, as compared to 3.22% in 2019, and the net interest rate spread increased 59 basis points to 3.52%
for the year ended December 31, 2020, as compared to 2.93% in 2019.
Interest and Dividend Income. Total interest and dividend income increased by $33.0 million, or 34.3%, to $129.4 million for the
year ended December 31, 2020, from $96.3 million in 2019, primarily due to loan growth, as a result of the Optima and Wellesley
mergers, loan accretion associated with merger accounting, and accelerated interest income from PPP loans forgiven during the year.
Interest Expense. Interest expense decreased by $8.5 million, or 48.2% to $9.1 million for the year ended December 31, 2020, from
$17.6 million in 2019, primarily driven by a decrease in cost of deposits.
Average interest-bearing liabilities increased $487.7 million to $2.2 billion at December 31, 2020 from $1.7 billion at December 31,
2019, primarily related to the mergers with Optima and Wellesley coupled with organic core deposit growth. The average cost of
funds decreased to 0.28% at December 31, 2020 from 0.72% at December 31, 2019. The increase in average interest-bearing liabilities
was primarily driven by higher average savings account balances of $110.0 million, higher average money market accounts of $160.3
million, higher average certificates of deposits of $38.3 million, and higher average borrowed funds of $37.0 million.
28
Provision for Credit Losses. The Company recorded a provision for credit losses of $18.3 million for the year ended December 31,
2020, compared to a provision for loan losses of $3.0 million in 2019. The provision includes $9.4 million associated with the
expected impact of the COVID-19 pandemic on future loan losses and $8.6 million for the recognition of the non-operating impact of
the merger related CECL accounting. The Company recorded net charge-offs of $439,000 for the year ended December 31, 2020, as
compared to net charge-offs of $1.6 million during the same period in 2019.
The allowance for credit losses was $36.0 million, or 1.14% of total loans outstanding at December 31, 2020, as compared to $18.2
million, or 0.82% of total loans outstanding at year end 2019.
Noninterest Income. Inclusive of the Wellesley merger, total noninterest income increased by $3.1 million, or 8.6%, to $39.5 million
for the year ended December 31, 2020, as compared to $36.4 million for the same period in 2019, primarily as a result of higher
Wealth Management revenue and higher gains on loans sold, partially offset by lower deposit and ATM related fees, lower loan
related derivative income and other fee income. Total noninterest income was 24.7% of total revenue for the year ended December 31,
2020.
•
•
•
•
•
•
Wealth Management revenue increased by $3.3 million, or 12.3%, for the year ended December 31, 2020, as compared to
the year ended December 31, 2019, as a result of the Wellesley merger and appreciation in the equity markets during
2020. Assets Under Management combined with Assets Under Administration were $4.2 billion at December 31, 2020, as
compared to $3.5 billion at December 31, 2019.
Gain on loans sold increased by $680,000 as compared to the same period in 2019 primarily due to increased sales of
residential mortgage loans given the low-rate environment and active refinance market.
Deposit account fees decreased by $590,000, or 18.5%, for the year ended December 31, 2020 primarily as a result of
lower transactional fee activity during the year.
Other income decreased $201,000 during the year ended December 31, 2020 primarily as a result of lower loan
prepayment income during the year.
ATM/Debit card income decreased $105,000 during the year ended December 31, 2020 primarily as a result of the
COVID-19 pandemic’s impact on transactions during 2020.
Loan related derivative income decreased $195,000 during the year ended December 31, 2020, primarily due to valuation
adjustments associated with changes in interest rates on existing derivative transactions.
The categories of Wealth Management revenues are shown in the following table:
Wealth Management revenues:
g
Trust and investment advisory fees
Financial planning fees and other service fees
g
p
Total wealth management revenues
For the Year Ended December 31,
2020
2019
(dollars in thousands)
$
$
28,599
1,152
29,751
$
$
25,544
955
26,499
The following table presents the changes in wealth management assets under management:
Wealth Management Assets under Management
Balance at the beginning of the period
g
g
q
g
Acquired wealth management assets
Gross client asset inflows
Gross client asset outflows
Net market impact
Balance at the end of the period
Weighted average management fee
p
For the Year Ended December 31,
2020
2019
(dollars in thousands)
$
$
3,287,371
338,676
314,032
(383,059)
437,132
3,994,152
0.81%
$
$
2,759,547
—
343,477
(348,938)
533,285
3,287,371
0.84%
There were no significant changes to the average fee rates and fee structure for the year ended December 31, 2020 and 2019.
29
Noninterest Expense. Total noninterest expense increased by $19.9 million, or 25.5%, to $98.1 million for the year ended
December 31, 2020, as compared to $78.2 million for the year ended December 31, 2019. This increase was primarily driven by
increases in salaries and employee benefits expense, merger and other non-operating expenses including branch and office closure
related expense, occupancy and equipment expense, and data processing expenses resulting from our mergers with Optima in 2019
and Wellesley in 2020, as described below.
• Salaries and employee benefits increased $11.5 million, or 24.2%, primarily as a result of the increased staffing related to the
mergers with Optima and Wellesley in 2019 and 2020, respectively, additions to support business initiatives, normal merit
increases and higher employee benefit costs.
• Non-operating expenses increased $2.9 million primarily due to merger expenses associated with the Wellesley merger and
branch and office closure expenses of $1.2 million during the fourth quarter of 2020.
Occupancy and equipment expense increased by $2.1 million, or 19.8%, primarily as a result of additional branches and office space
as a result of the mergers with Optima and Wellesley.
• Data processing expense increased by $1.4 million, or 22.9%, primarily as a result of increased client activity associated with
the mergers with Optima and Wellesley.
Income Tax Expense. The Company recorded income tax expense of $11.4 million for the year ended December 31, 2020, as
compared to $8.7 million for the same period in 2019. For the year ended December 31, 2020, the effective tax rate was 26.3%, as
compared to 25.5% for the year ended December 31, 2019.
The Coronavirus Aid, Relief, and Economic Security (the “CARES Act”) was signed into law on March 27, 2020, to help stimulate
the United States economy. One of the business tax provisions of the CARES Act included allowing net operating losses (“NOL”)
generated by the Company in tax years 2018 and 2019 to be carried back up to five years at the tax rates in effect during those periods,
rather than carried forward at current federal tax rates of 21%. The effect of the Act allowed the Company to recognize lower tax
expense associated with NOL carryforwards from 2018 and 2019 (as a result of the Optima merger) and resulted in a benefit of
$539,000.
Results of Operations for the years ended December 31, 2019 and 2018
General. Net income increased by $1.4 million, or 5.8%, to $25.3 million for the year ended December 31, 2019, from $23.9 million
for the year ended December 31, 2018, primarily due to a $13.6 million increase in net interest and dividend income after the
provision for loan losses and a $3.4 million increase in noninterest income. These increases were partially offset by a $14.2 million
increase in noninterest expense and higher provision for income taxes of $1.5 million. Diluted earnings per share were $5.37 for
2019, representing a 6.9% decrease over diluted earnings per share of $5.77 for 2018. Net income for 2019 included non-operating
expenses of $4.7 million related to costs associated with the Company’s December common stock offering and merger related
expenses resulting from the completed merger with Optima and the pending merger with Wellesley.
Excluding non-operating expenses, operating net income was $29.2 million for the year ended December 31, 2019, an increase of $5.1
million, or 21.4%, as compared to operating net income of $24.0 million for 2018. Operating diluted earnings per share were $6.20 for
2019, representing a 7% increase over operating diluted earnings per share of $5.80 for 2018.
Net Interest and Dividend Income. Net interest and dividend income before provision for loan losses increased by $15.1 million, or
23.8%, to $78.7 million for the year ended December 31, 2019, as compared to $63.6 million for the year ended 2018, primarily due to
loan growth, both organic and as a result of the Optima merger and higher levels of interest-earning assets.
•
•
Interest on loans increased by $26.7 million, or 45.7%, primarily due to organic loan growth and the impact of loan
balances acquired related to the Optima merger.
Interest on deposits increased $10.6 million, or 211.4%, due to an increase in cost primarily as a result of the impact of the
cost of deposits acquired from our merger with Optima and growth within our higher cost savings products.
Total average interest-earning assets increased by $532.0 million, or 27.7%, to $2.5 billion for the year ended December 31, 2019
from $1.9 billion in 2018. The Company’s net interest margin, on a fully tax equivalent basis, decreased 11 basis points to 3.22% for
the year ended December 31, 2019, as compared to 3.33% in 2018, and the net interest rate spread decreased 26 basis points to 2.93%
for the year ended December 31, 2019, as compared to 3.19% in 2018.
30
Interest and Dividend Income. Total interest and dividend income increased by $27.3 million, or 39.5%, to $96.3 million for the year
ended December 31, 2019, from $69.1 million in 2018, primarily due to a $26.7 million increase in interest income on loans.
Interest Expense. Interest expense increased by $12.2 million, or 222.7% to $17.6 million for the year ended December 31, 2019,
from $5.5 million in 2018, primarily as a result of the impact of the cost of deposits acquired from our merger with Optima and growth
within our higher cost savings products.
Average interest-bearing liabilities increased $462.6 million to $1.7 billion at December 31, 2019 from $1.3 billion, which contributed
to a 44 basis points increase in the average cost of funds of 0.72% from 0.28%. The increase in average interest-bearing liabilities was
primarily driven by higher average savings account balances of $202.9 million, higher average money market accounts of $96.4
million, higher average certificates of deposits of $87.3 million, and higher average other borrowed funds of $68.0 million.
Provision for Loan Losses. The Company recorded a provision for loan losses of $3.0 million for the year ended December 31, 2019,
compared to a provision for loan losses of $1.5 million in 2018. The increase is the result of strong loan growth and a $1.2 million
charge-off on an acquired commercial real estate loan during the third quarter of 2019. The charge-off was taken upon receipt of
information indicating misstatements of fact and potential borrower fraud. We believe this to be an isolated incident and do not have
any additional exposure to the borrower. We recorded net charge-offs of $1.6 million for the year ended December 31, 2019, as
compared to net charge-offs of $54,000 during the same period in 2018. The allowance for loan losses was $18.2 million, or 0.82% of
total loans outstanding at December 31, 2019, as compared to $16.8 million, or 1.08% of total loans outstanding at year end 2018.
Noninterest Income. Noninterest income increased by $3.4 million, or 10.3%, to $36.4 million for the year ended December 31, 2019,
as compared to $33.0 million for the same period in 2018, primarily as a result of higher Wealth Management revenue, higher gains
on loans sold and higher loan prepayment income. Total noninterest income was 31.6% of total revenue for the year ended
December 31, 2019.
•
•
•
Wealth Management revenue increased by $1.3 million, or 5.2%, for the year ended December 31, 2019, as compared to
the year ended December 31, 2018, due to higher average assets under management during the period and higher average
fees. Assets under Management combined with Assets under Administration were $3.5 billion at December 31, 2019, as
compared to $2.9 billion at December 31, 2018.
Gain on loans sold increased by $1.1 million as compared to the same period in 2018 primarily due to the sale of
residential mortgages totaling $90.0 million during 2019.
Other income increased $658,000 during the year ended 2019 primarily as a result of higher loan prepayment income
during the year.
The categories of Wealth Management revenues are shown in the following table:
Wealth Management revenues:
g
Trust and investment advisory fees
Financial planning fees and other service fees
g
p
Total wealth management revenues
Wealth Management Assets under Management
Balance at the beginning of the period
g
g
Gross client asset inflows
Gross client asset outflows
Net market impact
p
Balance at the end of the period
Weighted average management fee
g
g
g
For the Year Ended December 31,
2019
2018
(dollars in thousands)
25,544
955
26,499
$
$
24,126
1,065
25,191
For the Year Ended December 31,
2019
2018
(dollars in thousands)
2,759,547
343,477
(348,938)
533,285
3,287,371
0.84%
$
$
2,971,322
313,629
(490,094)
(35,310)
2,759,547
0.81%
$
$
$
$
There were no significant changes to the average fee rates and fee structure for the year ended December 31, 2019 and 2018.
31
Noninterest Expense. Noninterest expense increased by $14.2 million, or 22.2%, to $78.2 million for the year ended December 31,
2019, as compared to $64.0 million for the year ended December 31, 2018, primarily driven by an increase in non-operating expenses,
salaries and employee benefit expense, occupancy and equipment expense, data processing fees, and professional service fees. The
increase to noninterest expense was partially offset by lower marketing, and FDIC insurance expenses.
•
•
•
•
Non-operating expense of $4.7 million were primarily related to professional fees, compensation and severance payments,
and contract termination costs associated with the Optima merger combined with expenses associated with the pending
Wellesley merger and the December 2019 common equity offering.
Salaries and employee benefit increases of $6.3 million were primarily the result of the merger with Optima, increased
staffing to support business initiatives, and higher employee benefit costs.
Occupancy and equipment expense increases of $1.8 million were primarily due to the merger with Optima and additional
office space in Boston, Massachusetts.
Data processing expense increases of $1.1 million were primarily due to increased transaction volume related to the
merger with Optima and investments made in technology.
Income Tax Expense. The Company recorded income tax expense of $8.7 million for the year ended December 31, 2019, as
compared to $7.2 million for the same period in 2018, reflecting effective tax rates of 25.5% and 23.2%, respectively. The increase in
the effective tax rate was primarily driven by the costs associated with the Optima merger, the pending Wellesley merger and the
common stock offering completed during the fourth quarter of 2019, as some of these items were nondeductible for tax purposes.
CHANGES IN FINANCIAL CONDITION
Total Assets. Inclusive of the merger with Wellesley and organic growth, total assets increased $1.1 billion, or 38.3%, from
December 31, 2019 and were $3.9 billion as of December 31, 2020. The increase was primarily the result of a $926.9 million increase
in total loans, an increase of $86.2 million in investment securities, an increase in goodwill of $20.7 million associated with the
Wellesley merger, and a $14.5 million increase in cash and cash equivalents.
Investment Securities. The carrying value of total investment securities increased by $86.2 million to $484.7 million at December 31,
2020, from $398.5 million at December 31, 2019, as the Company invested excess cash.
Loans. Inclusive of the Wellesley merger, total loans increased by $926.9 million, or 41.6%, to $3.2 billion at December 31, 2020,
from $2.2 billion at December 31, 2019. Residential real estate loans increased $381.3 million to $1.3 billion at December 31, 2020,
from $917.6 million at December 31, 2019.
•
•
•
Commercial real estate loans increased $298.4 million to $1.4 billion at December 31, 2020, from $1.1 billion at
December 31, 2019.
Commercial & industrial loans increased $214.6 million to $347.9 million at December 31, 2020, from $133.2 million at
December 31, 2019.
Loans under the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) amounted to $124.2
million at December 31, 2020. PPP loans are included in commercial & industrial loans.
Excluding the impact of the Wellesley merger and PPP loans, total loans decreased by $35.0 million, or 1.6%, from December 31,
2019.
For further details, see the “Organic Loan and Deposit Growth” table at the end of this section.
Bank-Owned Life Insurance. The Company invests in bank-owned life insurance to help offset the costs of our employee benefit plan
obligations. Bank-owned life insurance also generally provides noninterest income that is nontaxable. At December 31, 2020, our
investment in bank-owned life insurance was $46.2 million, an $8.9 million increase from $37.3 million at December 31, 2019,
primarily due to new policies acquired as a result of the Wellesley merger.
Goodwill and Merger Related intangibles. The Company recorded additional goodwill of $20.7 million during the second quarter of
2020 due to the Wellesley merger. Goodwill and merger related intangible assets totaled $54.9 million at December 31, 2020.
Other Assets. Other assets increased $40.9 million, or 96.8% to $83.2 million at December 31, 2020 from $42.3 million at
December 31, 2019, primarily due to higher loan related derivative assets at December 31, 2020.
Deposits. Total deposits increased by $1.0 billion, or 44.3%, to $3.4 billion at December 31, 2020, from $2.4 billion at December 31,
2019, primarily driven by a combination of the impact of the Wellesley merger and organic core deposit growth.
32
•
•
Core deposits, which the Company defines as all deposits other than certificates of deposit, increased by $971.7 million,
or 44.6%, to $3.1 billion from $2.2 billion at December 31, 2019.
Excluding the impact of the Wellesley merger, organic growth in core deposits was $422.9 million, or 19.4%, as of
December 31, 2020.
Certificates of deposit, which totaled $254.8 million at December 31, 2020, increased by $72.5 million from $182.3 million at
December 31, 2019, primarily due to the impact of the Wellesley merger. Total brokered certificates of deposit, which are included
within certificates of deposit, were $30.8 million and $7.1 million at December 31, 2020 and 2019, respectively.
For further details on the loans and deposits acquired, see the “Organic Loan and Deposit Growth” table provided at the end of this
section.
Borrowings. At December 31, 2020, borrowings consisted of advances from the FHLB of Boston. Total borrowings decreased $102.7
million, or 75.7%, to $33.0 million at December 31, 2020, from $135.7 million at December 31, 2019 as the Company utilized excess
cash to pay down borrowings. Additionally, during the fourth quarter of 2020, the Company redeemed $10.0 million in subordinated
debt, bearing a 6.0% coupon, assumed as part of the Wellesley merger.
Shareholders’ Equity. Total shareholders’ equity increased $115.2 million, or 40.2%, to $401.7 million at December 31, 2020, from
$286.6 million at December 31, 2019, primarily due to $87.2 million of equity issued as a result of the Wellesley merger, net income
of $32.0 million, before tax-effect increases in the value of the Company’s interest rate derivative positions of $4.7 million, and before
tax-effect increases in unrealized gains on the available for sale investment portfolio of $3.6 million, partially offset by regular
dividend payments of $13.1 million paid during the year.
$87.2 million of f equity issued as a resultt off the Wellesley merger,
partially offset t by
primarily due
The Company’s ratio of tangible common equity to tangible assets was 8.91% at December 31, 2020, as compared to 8.93% at
December 31, 2019. Tangible book value per share increased by $3.41, or 7.3%, to $50.07 as of December 31, 2020, as compared to
$46.66 as of December 31, 2019.
Organic Loan and Deposit Growth (dollars in thousands)
p
g
Loans
Residential mortgage
Commercial mortgage
g g
Home equity
Commercial & Industrial
Consumer
Total loans excluding PPP loans
g
PPP Loans (1)
Total loans
Deposits
Demand
Interest bearing checking
yMoney market
Savings
Core deposits
p
Certificates of deposit
Total deposits
p
December 31,
2020
December 31,
2019
Balance
Acquired
December 2020 vs December 2019
Organic
Growth/(Decline)
%
Organic
Growth/(Decline)
$
$
$
$
$
$
1,298,868
1,358,962
106,194
223,654
41,769
3,029,447
124,201
3,153,648
1,006,132
625,650
532,218
984,262
3,148,262
254,821
3,403,083
$
$
$
$
$
917,566
1,060,574
80,675
133,236
34,677
2,226,728
—
2,226,728
630,593
450,098
181,406
914,499
2,176,596
182,282
2,358,878
$
$
$
$
403,855
290,909
36,213
106,664
103
837,744
32,289
870,033
175,912
49,944
250,226
72,700
548,782
212,096
760,878
$
$
$
$
$
(22,553)
7,479
(10,694)
(16,246)
6,989
(35,025)
91,912
56,887
199,627
125,608
100,586
(2,937)
422,884
(139,557)
283,327
(2.5%)
0.7%
(13.3%)
(12.2%)
20.2%
(1.6%)
—
2.6%
31.7%
27.9%
55.4%
(0.3%)
19.4%
(76.6%)
12.0%
(1) PPP loans are included within Commercial & Industrial on the face of the Balance Sheet.
33
GAAP to Non-GAAP Reconciliations (dollars in thousands except per share data)
Statement on Non-GAAP Measures: The Company believes the presentation of the following non-GAAP financial measures provides
useful supplemental information that is essential to an investor’s proper understanding of the results of operations and financial
condition of the Company. Management uses non-GAAP financial measures in its analysis of the Company’s performance. These
non-GAAP measures should not be viewed as substitutes for the financial measures determined in accordance with GAAP, nor are
they necessarily comparable to non-GAAP performance measures that may be presented by other companies.
Operating Net Income / Operating Diluted Earnings Per Share
p
p
g
g
g
Net Income (a GAAP measure)
Add: Merger and Capital issuance expenses
Add: (Gain) Loss on disposition of investment securities
Add: Provision established for acquired Wellesley loans
Add: Branch and office closure expenses
Add: Impact of the Tax Cuts and Jobs Act of 2017(1)
p
p
j
Tax effect of non-operating adjustments(2)
p
g
Operating Net Income (a non-GAAP measure)
Less: Dividends and Undistributed Earnings Allocated to Participating
Securities (GAAP)
Operating Income Applicable to Common Shareholders (a non-
GAAP measure)
Weighted Average Diluted Shares
g
Operating Diluted Earnings Per Share (a non-GAAP measure)
g
2020
2019
2018
2017
2016
For the Years Ended December 31,
$
$
$
$
31,959
6,368
(69)
8,638
1,244
—
(4,270)
43,870
(64)
43,806
6,344,409
6.90
$
$
$
$
25,257
4,721
79
—
—
—
(901)
29,156
(243)
28,913
4,661,720
6.20
$
$
$
$
23,881
201
(2)
—
—
—
(56)
24,024
(239)
23,785
4,098,633
5.80
$
$
$
$
14,816
—
3
—
—
3,869
(1)
18,687
$
$
16,896
—
—
—
—
—
—
16,896
(157)
(181)
18,530
4,065,754
4.56
$
$
16,715
4,028,944
4.15
(1)
(2)
Income adjustment related to the re-measurement of net deferred tax assets due to the Tax Cuts and Jobs Act.
The net tax benefit associated with non-operating items is determined by assessing whether each noncore item is included or excluded from
net taxable income and applying the Company’s combined marginal tax rate to only those items included in net taxable income.
The following tables summarize the calculation of the Company’s tangible common equity ratio and tangible book value per share for
the periods indicated:
December 31,
2020
December 31,
2019
December 31,
2018
(in thousands, except share data)
December 31,
2017
December 31,
2016
g
q
Tangible Common Equity:
y
Shareholders' equity (GAAP)
Less: Goodwill and acquisition related intangibles
(GAAP)
Tangible Common Equity (a non-GAAP measure)
Total assets (GAAP)
Less: Goodwill and acquisition related intangibles
(GAAP)
gTangible assets (a non-GAAP measure)
$
401,732
$
286,561
$
167,026
$
147,957
$
134,671
(54,889)
(34,544)
(412)
(412)
(412)
346,843
3,949,297
(54,889)
252,017
2,855,563
(34,544)
166,614
2,101,384
(412)
147,545
1,949,934
(412)
134,259
1,848,999
(412)
$
3,894,408
$
2,821,019
$
2,100,972
$
1,949,522
$
1,848,587
Tangible Common Equity Ratio (a non-
GAAP measure)
g
Tangible Book Value Per Share:
Tangible Common Equity (a non-GAAP measure) $
Common shares outstanding
g
Tangible Book Value Per Share (a non-
GAAP measure)
$
INVESTMENT SECURITIES
8.91%
8.93%
7.93%
7.57%
7.26%
346,843
6,926,728
50.07
$
$
252,017
5,400,868
46.66
$
$
166,614
4,107,051
40.57
$
$
147,545
4,082,188
36.14
$
$
134,259
4,036,879
33.26
The Company’s securities portfolio consists of securities available for sale (“AFS”) and securities held to maturity (“HTM”). The
largest component of the securities portfolio is mortgage-backed securities, all of which are issued by U.S. government agencies or
U.S. government-sponsored enterprises.
34
Securities available for sale consist of certain U.S. Government Sponsored Enterprises (“GSE”) obligations, U.S. GSE mortgage-
backed securities, and corporate debt securities. These securities are carried at fair value, and unrealized gains and losses net of
applicable income taxes are recognized as a separate component of shareholders’ equity. The fair value of securities available for sale
totaled $237.0 million and included gross unrealized gains of $3.2 million and gross unrealized losses of $406,000 at December 31,
2020. At December 31, 2019, the fair value of securities available for sale totaled $140.3 million and included gross unrealized gains
of $231,000 and gross unrealized losses of $1.0 million.
Securities classified as held to maturity consist of certain U.S. GSE obligations, U.S. GSE mortgage-backed securities, corporate debt
securities, and state, county, and municipal securities. Securities held to maturity as of December 31, 2020 are carried at their
amortized cost of $247.7 million. At December 31, 2019, the amortized cost of securities held to maturity totaled $258.2 million.
The following table sets forth the fair value of available for sale
investment securities, the amortized costs of held to maturity, and
the percentage distribution at the dates indicated:
Available for sale securities
U.S. GSE obligations
Mortgage-backed securities
Corporate debt securities
Total securities available for sale
Held to maturity securities
U.S. GSE obligations
Mortgage-backed securities
Corporate debt securities
Municipal securities
Total securities held to maturity
Total
December 31,
2020
December 31,
2019
Amount
Percent
Amount
Percent
(dollars in thousands)
$
$
$
$
$
23,617
210,630
2,783
237,030
—
137,435
6,989
103,248
247,672
484,702
10% $
89%
1%
100% $
— $
55%
3%
42%
100% $
100% $
37,848
102,482
—
140,330
5,000
161,759
6,980
84,433
258,172
398,502
27%
73%
—
100%
2%
63%
3%
32%
100%
100%
The following tables set forth the composition and maturities of investment securities. Actual maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Within One Year
Amortized
Cost
Weighted
Average
Yield (1)
After One, But
Within Five Years
Amortized
Cost
Weighted
Average
Yield (1)
After Five, But
Within Ten Years
Amortized
Cost
Weighted
Average
Yield (1)
(dollars in thousands)
After Ten Years
Total
Amortized
Cost
Weighted
Average
Yield (1)
Amortized
Cost
Weighted
Average
Yield (1)
$
—
— $ 9,995
0.5% $
5,000
2.3% $
8,000
2.6% $ 22,995
1.6%
1
1,001
5.2% 4,226
1.1% 1,741
1.4% 54,849
—
1.8%
1.5% 149,439
—
—
1.2% 208,515
2,742
—
1.3%
1.6%
$ 1,002
1.1% $ 15,962
0.9% $ 59,849
1.6% $157,439
1.2% $234,252
1.3%
At December 31, 2020
Available for sale securities
U.S. GSE obligations
Mortgage-backed
securities
Corporate debt securities
Total available for
sale securities
Held to maturity securities
Mortgage-backed
securities
Corporate debt securities
Municipal securities
Total held to maturity
securities
Total
$
—
—
2,541
$ 2,541
$ 3,543
2
— $
—
6,989
4.5% 19,343
5.6% $ 60,933
2.6%
—
3.7% 40,934
2.4% $ 76,500
—
—
3.4% 40,430
2.1% $137,435
—
6,989
2.8% 103,248
4.5% $ 26,334
3.5% $ 42,296
3.4% $101,867
2.4% $161,716
2.8% $116,930
2.4% $274,369
2.3% $247,672
1.7% $481,924
2.3%
2.6%
3.3%
2.7%
2.0%
35
Within One Year
Amortized
Cost
Weighted
Average
Yield (1)
After One, But
Within Five Years
Amortized
Cost
Weighted
Average
Yield (1)
After Five, But
Within Ten Years
Amortized
Cost
Weighted
Average
Yield (1)
(dollars in thousands)
After Ten Years
Total
Amortized
Cost
Weighted
Average
Yield (1)
Amortized
Cost
Weighted
Average
Yield (1)
$ 5,000
1.4% $ 20,000
1.5% $
5,000
2.3% $
8,000
2.6% $ 38,000
1.8%
—
—
37
5.4% 36,393
1.9% 66,679
2.1% 103,109
2.0%
$ 5,000
1.4% $ 20,037
1.5% $ 41,393
1.9% $ 74,679
2.1% $141,109
2.0%
$ 5,000
1.6% $
—
— $
—
— $
—
— $
5,000
1.6%
—
—
3,270
2
—
—
6,980
4.6% 10,606
5.6% 48,088
2.6%
—
4.2% 45,201
2.7% 113,669
—
—
3.7% 25,356
2.6% 161,759
—
6,980
3.4% 84,433
$ 8,270
$ 13,270
2.8% $ 17,588
2.3% $ 37,625
3.6% $ 93,289
2.4% $134,682
3.2% $139,025
2.8% $213,704
2.8% $258,172
2.5% $399,281
2.6%
2.6%
3.7%
3.0%
2.6%
At December 31, 2019
Available for sale securities
U.S. GSE obligations
Mortgage-backed
Securities
Total available for
sale securities
Held to maturity securities
U.S. GSE obligations
Mortgage-backed
Securities
Corporate debt securities
Municipal securities
Total held to maturity
securities
Total
(1) Weighted Average Yield is shown on a fully taxable equivalent basis using a federal tax rate of 21% for 2020 and 2019.
The Company adopted Topic 326 on January 1, 2020 and did not record an allowance for credit losses on its investment securities as
of December 31, 2020. The Company regularly reviews debt securities for expected credit loss using both qualitative and quantitative
criteria, as necessary based on the composition of the portfolio at period end.
Prior to January 1, 2020, investment securities were evaluated by management for other-than-temporary impairment on at least a
quarterly basis, and more frequently when economic or market conditions warranted such evaluation. Consideration is given to: (1) the
length of time and the extent to which the fair value has been less than cost; (2) the financial condition and near-term prospects of the
issuer; and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for
any anticipated recovery in fair value.
As of December 31, 2020, 30 debt securities had gross unrealized losses, with an aggregate depreciation of 0.47% from the
Company’s amortized cost basis. The largest unrealized loss percentage of any single security was 2.07%, or $55,000, the largest
unrealized dollar loss of a single security of its amortized cost.
As of December 31, 2019, 68 debt securities had gross unrealized losses, with an aggregate depreciation of 0.74% from the
Company’s amortized cost basis. The largest unrealized loss percentage of any single security was 3.15%, or $63,000, of its amortized
cost. The largest unrealized dollar loss of any single security was $96,000, or 1.93%, of its amortized cost.
36
LOANS
The Company’s lending activities are conducted principally in Eastern Massachusetts and Southern New Hampshire. The Company
grants single- and multi-family residential loans, commercial & industrial (“C&I”), commercial real estate (“CRE”), construction
loans, and a variety of consumer loans. Most of the loans granted by the Company are secured by real estate collateral. Repayment of
the Company’s residential loans are generally dependent on the health of the employment market in the borrowers’ geographic areas
and that of the general economy with liquidation of the underlying real estate collateral being typically viewed as the primary source
of repayment in the event of borrower default. The repayment of C&I loans depends primarily on the cash flow and credit worthiness
of the borrower and secondarily on the underlying collateral provided by the borrower. As borrower cash flow may be difficult to
predict, liquidation of the underlying collateral securing these loans is typically viewed as the primary source of repayment in the
event of borrower default. However, collateral typically consists of equipment, inventory, accounts receivable, or other business assets
that may fluctuate in value, so the liquidation of collateral in the event of default is often an insufficient source of repayment. For
renewable energy loans, cash flow is generally from multiple revenue sources and dependent on energy output. For PPP loans, the
SBA guarantees 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan,
including any accrued interest, is eligible to be reduced by the loan forgiveness amount subject to program requirements. The
Company’s CRE loans are primarily made based on the cash flow from the collateral property and secondarily on the underlying
collateral provided by the borrower, with liquidation of the underlying real estate collateral typically being viewed as the primary
source of repayment in the event of borrower default. The Company’s construction loans are primarily made based on the borrower’s
expected ability to execute and the future completed value of the collateral property, with sale of the underlying real estate collateral
typically being viewed as the primary source of repayment.
The following summary shows the composition of the loan portfolio at the dates indicated:
Residential mortgage
Mortgages - fixed rate
Mortgages - adjustable rate
Construction
Deferred costs net of unearned fees
Total residential mortgages
Commercial mortgage
Mortgages - non-owner occupied
Mortgages - owner occupied
Construction
Deferred costs net of unearned fees
Total commercial mortgages
Home equity
Home equity - lines of credit
Home equity - term loans
Deferred costs net of unearned fees
Total home equity
Commercial & industrial
Commercial & industrial
PPP loans
Unearned fees, net of deferred costs
Total commercial & industrial
Consumer
Secured
Unsecured
Unearned fees net of deferred costs
Total consumer
Total loans
2020
% of
Total
2019
% of
Total
December 31,
2018
% of
Total
(dollars in thousands)
2017
% of
Total
2016
% of
Total
$
535,804
734,593
25,495
2,976
1,298,868
1,064,317
153,474
139,075
2,096
1,358,962
102,460
3,503
231
106,194
225,441
124,201
(1,787 )
347,855
41,409
341
19
41,769
17% $
23%
1%
0%
41%
430,877
467,139
17,374
2,176
917,566
870,047
35%
114,095
5%
76,288
4%
0%
144
44% 1,060,574
3%
0%
0%
3%
7%
4%
0%
11%
1%
0%
0%
1%
73,880
6,555
240
80,675
133,337
—
(101 )
133,236
33,453
1,199
25
34,677
19% $
21%
1%
0%
41%
40%
5%
3%
0%
48%
293,267
309,656
—
1,408
604,331
654,394
59,335
44,146
82
757,957
3%
1%
0%
4%
6%
0%
0%
6%
1%
0%
0%
1%
63,421
5,665
250
69,336
93,728
-
(16 )
93,712
33,252
1,171
13
34,436
19% $
20%
0%
0%
39%
42%
4%
3%
0%
49%
4%
0%
0%
4%
6%
0%
0%
6%
2%
0%
0%
2%
298,851
239,027
—
1,042
538,920
562,203
35,343
35,904
199
633,649
70,326
3,863
255
74,444
65,305
—
(10 )
65,295
37,272
1,303
16
38,591
22% $
18%
0%
0%
40%
41%
3%
3%
0%
47%
5%
0%
0%
5%
5%
0%
0%
5%
3%
0%
0%
3%
305,404
228,028
—
972
534,404
513,578
43,932
58,406
224
616,140
70,883
3,925
243
75,051
59,638
—
68
59,706
33,386
1,451
16
34,853
23%
17%
0%
0%
40%
39%
3%
4%
0%
46%
6%
0%
0%
6%
5%
0%
0%
5%
3%
0%
0%
3%
$ 3,153,648
100% $ 2,226,728
100% $ 1,559,772
100% $
1,350,899
100% $ 1,320,154
100%
Residential Mortgage. Residential real estate loans held in portfolio amounted to $1.3 billion at December 31, 2020, an increase of
$381.3 million, or 41.6%, from $917.6 million at December 31, 2019 and consisted of one-to-four family residential mortgage loans.
The residential mortgage portfolio represented 41% of total loans at both December 31, 2020 and December 31, 2019.
The average loan balance outstanding in the residential portfolio was $454,000 and the largest individual residential mortgage loan
outstanding was $5.9 million as of December 31, 2020. At December 31, 2020, this loan was performing in accordance with its
original terms.
$454,000
37
The Bank offers fixed and adjustable-rate residential mortgage and construction loans with maturities up to 30 years. One-to-four
family residential mortgage loans are generally underwritten according to Fannie Mae and Freddie Mac guidelines, and we refer to
loans that conform to such guidelines as “conforming loans.” The Bank generally originates and purchases both fixed and adjustable-
rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency,
which increased to $510,400 in 2020 from $484,350 in 2019, for one-unit properties. In addition, the Bank also offers loans above
conforming lending limits typically referred to as “jumbo” loans and interest only loans. These loans are typically underwritten to
jumbo conforming guidelines; however, the Bank may choose to hold a jumbo loan within its portfolio with underwriting criteria that
does not exactly match conforming guidelines. The Bank may also, from time to time, purchase residential loans that are either jumbo,
conforming, or meet our Community Reinvestment Act (“CRA”) requirements. Purchases have historically been made to satisfy CRA
requirements for lending to low- and moderate-income borrowers within the Bank’s CRA Assessment Area.
$510,400
484,350
Generally, our residential construction loans are based on complete value per plans and specifications, with loan proceeds used to
construct the house for single family primary residence. Loans are provided for terms up to 12 months during the construction phase,
with loan-to-values that generally do not exceed 80% on as complete basis. The loans then convert to permanent financing at terms up
to 360 months.
The Company does not offer reverse mortgages, nor do we offer loans that provide for negative amortization of principal, such as
“Option ARM” loans, where the borrower can pay less than the interest owed on the loan, resulting in an increased principal balance
during the life of the loan. We do not offer “subprime loans” (loans that are made with low down payments to borrowers with
weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or
borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (defined
as loans having less than full documentation).
Residential real estate loans are originated both for sale to the secondary market, as well as for retention in the Bank’s loan portfolio.
The decision to sell a loan to the secondary market or retain within the portfolio is determined based on a variety of factors including
but not limited to the Bank’s asset/liability position, the current interest rate environment, and customer preference.
The Company was servicing mortgage loans sold to others without recourse of approximately $188.2 million at December 31, 2020
and $159.6 million at December 31, 2019.
The table below presents residential real estate loan origination activity for the periods indicated:
Originations for retention in portfolio
Originations for sale to the secondary market
Total
2020
$
$
378,247
82,620
460,867
$
2019
(dollars in thousands)
229,163
17,537
246,700
$
2018
$
$
135,468
9,431
144,899
Loans are sold with servicing retained or released. The table below presents residential real estate loan sale activity for the periods
indicated:
For the Year Ended December 31,
2020
2019
2018
Loans sold with servicing rights retained
Loans sold with servicing rights released
Total
$
$
60,453
18,024
78,477
$
(dollars in thousands)
82,932
7,006
89,938
$
$
$
1,605
7,826
9,431
Loans sold with the retention of servicing typically result in the capitalization of servicing rights. Loan servicing rights are included in
other assets and subsequently amortized as an offset to other income over the estimated period of servicing. The net balance of
capitalized servicing rights amounted to $1.2 million and $1.3 million at December 31, 2020 and 2019, respectively.
Commercial Mortgage. Commercial real estate loans were $1.4 billion as of December 31, 2020, an increase of $298.4 million, or
28.1%, from $1.1 billion at December 31, 2019. The commercial real estate loan portfolio represented 44% and 48% of total loans at
December 31, 2020 and 2019, respectively. The average loan balance outstanding in this portfolio was $1.6 million and the largest
individual commercial real estate loan outstanding was $27.0 million as of December 31, 2020. At December 31, 2020, this
commercial mortgage was performing in accordance with its original terms.
38
CRE loans are secured by a variety of property types inclusive of multi-family dwellings, retail facilities, office buildings, commercial
mixed use, lodging, industrial and warehouse properties, and other specialized properties.
Generally, our CRE loans are for terms of up to ten years, with loan-to-values that generally do not exceed 75%. Amortization
schedules are long-term, and thus, a balloon payment is generally due at maturity. Under most circumstances, the Bank will offer to
rewrite or otherwise extend the loan at prevailing interest rates.
Generally, our commercial construction loans are speculative in nature, with loan proceeds used to acquire and develop real estate
property for sale or rental. Loans are provided for terms up to 36 months during the construction phase, with loan-to-values that
generally do not exceed 75% on both an “as is” and “as complete and stabilized” basis. Construction projects are primarily for the
development of residential property types, inclusive of one-to-four family and multifamily properties.
Home Equity. The home equity portfolio totaled $106.2 million and $80.7 million at December 31, 2020 and 2019, respectively. The
home equity portfolio represented 3% and 4% of total loans at December 31, 2020 and 2019, respectively. At December 31, 2020, the
largest home equity line of credit was a $3.5 million line of credit and had an outstanding balance of $3.3 million at December 31,
2020. At December 31, 2020, this line of credit was performing in accordance with its original terms.
Home equity lines of credit are extended as both first and second mortgages on owner-occupied residential properties in the Bank’s
market area. Home equity lines of credit are generally underwritten with the same criteria that we use to underwrite one-to-four family
residential mortgage loans.
Our home equity lines of credit are revolving lines of credit, which generally have a term between 15 and 20 years, with draws
available for the first 10 years. Our 15-year lines of credit are interest only during the first 10 years and amortize on a five-year basis
thereafter. Our 20-year lines of credit are interest only during the first 10 years and amortize on a 10-year basis thereafter. We
generally originate home equity lines of credit with loan-to-value ratios of up to 80% when combined with the principal balance of the
existing first mortgage loan, although loan-to-value ratios may occasionally exceed 80% on a case-by-case basis. Maximum combined
loan-to-values are determined based on an applicant’s loan/line amount and the estimated property value. Lines of credit above $1.0
million generally will not exceed combined loan-to-value of 75%. Rates are adjusted monthly based on changes in a designated
market index. We also offer home equity term loans, which are extended as second mortgages on owner-occupied residential
properties in our market area. Our home equity term loans are fixed rate second mortgage loans, which generally have a term between
5 and 20 years.
Commercial and Industrial (C&I). The commercial and industrial portfolio totaled $347.9 million at December 31, 2020, an increase
of $214.6 million, or 161.1%, from $133.2 million at December 31, 2019. C&I loans represented 11% and 6% of total loans at
December 31, 2020 and 2019, respectively. The average loan balance outstanding in this portfolio was $414,000, excluding PPP loans,
and the largest individual commercial and industrial loan outstanding was $8.8 million as of December 31, 2020. At December 31,
2020, this loan was performing in accordance with its original terms.
Loans under the SBA’s PPP program totaled $126.2 million at December 31, 2020 and are included in the C&I portfolio.
•
•
•
At December 31, 2020, Innovation Banking loans totaled $19.9 million and the average loan balance outstanding in this
portfolio was $795,000. The largest individual loan outstanding was $4.7 million and this loan was performing in
accordance with its original terms at December 31, 2020.
At December 31, 2020, asset-based loans totaled $21.2 million and the average loan balance outstanding in this portfolio
was $1.5 million. The largest individual loans outstanding was $5.0 million and this loan was performing in accordance
with its original terms at December 31, 2020.
At December 31, 2020, commercial renewable energy loans totaled $89.8 million and the average loan balance
outstanding in this portfolio was $2.7 million. The largest individual loan outstanding was $8.8 million, and this loan was
performing in accordance with its original terms at December 31, 2020.
The Company’s C&I loan customers represent various small- and middle-market established businesses involved in professional
services, accommodation and food services, utilities, health care, wholesale trade, manufacturing, distribution, retailing, and non-
profits. Most clients are privately owned businesses with markets that range from local to national in scope. Many of the loans to this
segment are secured by liens on corporate assets and the personal guarantees of the principals. The Company also makes loans to
entrepreneurial and technology businesses, where regional economic strength or weakness impacts the relative risks in this loan
category, in addition to renewable energy lending which is more specialized in nature. The Bank has expanded its exposure within
renewable energy lending but otherwise there are no significant concentrations in any one business sector, and loan risks are generally
diversified among many borrowers.
39
Consumer Loans. The consumer loan portfolio totaled $41.8 million at December 31, 2020, an increase of $7.1 million, or 20.5%,
from $34.7 million at December 31, 2019. Consumer loans represented 1% of the total loan portfolio at both December 31, 2020 and
December 31, 2019. Consumer loans include secured and unsecured loans, lines of credit, and personal installment loans. Unsecured
consumer loans generally have greater risk compared to longer-term loans secured by improved, owner-occupied real estate,
particularly consumer loans that are secured by rapidly depreciable assets. The secured consumer loans and lines portfolio are
generally fully secured by pledged assets such as bank accounts or investments. The average loan balance outstanding in this portfolio
was $14,000 and the largest individual consumer loan outstanding was $3.0 million as of December 31, 2020. At December 31, 2020,
this loan was performing in accordance with its original terms.
Loan Portfolio Maturities. The following table summarizes the dollar amount of loans maturing in our portfolio based on their loan
type and contractual terms to maturity at December 31, 2020. The table does not include any estimate of prepayments, which can
significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below.
Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or
less.
Residential mortgage
Commercial mortgage
Home equity
Commercial & Industrial
Consumer
Total
One Year
or Less
December 31, 2020
One to
Five Years
Over Five
Years
$
$
6,702
124,400
527
40,434
41,615
213,678
$
$
(dollars in thousands)
13,020
301,752
5,057
192,400
73
512,302
$ 1,279,146
932,810
100,610
115,021
81
$ 2,427,668
Total
$ 1,298,868
1,358,962
106,194
347,855
41,769
$ 3,153,648
Loan Portfolio by Interest Rate Type. The following table summarizes the dollar amount of loans maturing in our portfolio based on
whether the loan has a fixed, adjustable, or floating rate of interest at December 31, 2020:
December 31, 2020
Fixed
Adjustable
Floating
Total
q
Residential mortgage
g g
Commercial mortgage
Home equity
y
Commercial & Industrial
Consumer
Total
$
544,663
418,787
4,297
177,438
413
$ 1,145,598
$
$
(dollars in thousands)
741,002
411,371
—
51,106
468
$ 1,203,947
13,203
528,804
101,897
119,311
40,888
804,103
$
$ 1,298,868
1,358,962
106,194
347,855
41,769
$ 3,153,648
NONPERFORMING LOANS AND TROUBLED DEBT RESTRUCTURINGS (TDRs)
The composition of nonperforming loans is as follows:
December 31,
2020
2019
2018
(dollars in thousands)
$
$
Non-accruals
Loans past due > 90 days, but still accruing
Troubled debt restructurings
g
Total non-performing loans
Accruing troubled debt restructured loans
Nonperforming loans as a percentage of gross loans
Nonperforming loans as a percentage of total assets
p
g
p
g
g
$
$
$
$
7,744
407
811
8,962
4,160
1,264
227
5,651
$
— $
$
— $
0.28%
0.23%
0.25%
0.20%
2017
2016
$
$
$
1,148
—
150
1,298
29
0.10%
0.07%
1,023
232
421
1,676
—
0.13%
0.09%
525
—
117
642
6
0.04%
0.03%
$
$
Total non-performing loans increased $3.3 million at December 31, 2020 as compared to December 31, 2019, primarily due to an
increase of loans on non-accrual.
40
The Company continues to closely monitor the portfolio of non-performing loans for which management has concerns regarding the
ability of the borrowers to perform. The majority of the loans are secured by real estate and are considered to have adequate collateral
value to cover the loan balances at December 31, 2020 and December 31, 2019, although such values may fluctuate with changes in
the economy and the real estate market. In addition to the monitoring and review of loan performance internally, the Company has
contracted with an independent organization to review the Company’s commercial and CRE loan portfolios. This independent review
was performed in each of the past five years.
Non-accrual Loans. Loans are typically placed on non-accrual status when any payment of principal and/or interest is 90 days or
more past due unless the collateral is sufficient to cover both principal and interest and the loan is in the process of collection. The
Company monitors closely the performance of its loan portfolio. The status of delinquent loans, as well as situations identified as
potential problems, is reviewed on a regular basis by management.
Troubled Debt Restructurings. Loans are considered restructured in a troubled debt restructuring when the Company has granted
concessions to a borrower due to the borrower’s financial condition that it otherwise would not have considered. These concessions
may include modifications of the terms of the debt such as deferral of payments, extension of maturity, reduction of principal balance,
reduction of the stated interest rate other than normal market rate adjustments, or a combination of these concessions. Debt may be
bifurcated with separate terms for each tranche of the restructured debt. Restructuring a loan in lieu of aggressively enforcing the
collection of the loan may benefit the Company by increasing the ultimate probability of collection.
Restructured loans are classified as accruing or non-accruing based on management’s assessment of the collectability of the loan.
Loans which are already on non-accrual status at the time of the restructuring generally remain on non-accrual status for
approximately six months or longer before management considers such loans for return to accruing status. Accruing restructured loans
are placed into non-accrual status if and when the borrower fails to comply with the restructured terms and management deems it
unlikely that the borrower will return to a status of compliance in the near term. Troubled debt restructurings are individually
evaluated for credit losses.
Pursuant to Section 4013 of the CARES Act, financial institutions can suspend the requirements under U.S. GAAP related to TDRs
for modifications made before December 31, 2020 to loans that were current as of December 31, 2019. On January 3, 2021, the
President signed into law the Consolidated Appropriations Act, 2021 (the “Act”). As a result of the Act, the suspension of TDR
accounting has been extended to the earlier of January 1, 2022, or the date that is 60 days after the date on which the national
emergency concerning the COVID-19 pandemic declared by the President terminates. The requirement that a loan be not more than
30 days past due as of December 31, 2019 is still applicable. In response to the COVID-19 and its economic impact to customers, a
short-term modification program that complies with the CARES Act was implemented to provide temporary payment relief to those
borrowers directly impacted by COVID-19. The deferred payments along with interest accrued during the deferral period are due and
payable on the maturity date. Under recently issued guidance, provided these loans were current as of either year end or the date of the
modification, these loans are not considered TDR loans at December 31, 2020 and will not be reported as past due during the deferral
period. As of December 31, 2020, the Company had $23.1 million of loans in deferral.
41
ALLOWANCE FOR CREDIT LOSSES
The following table summarizes the changes in the Company’s allowance for credit losses for the years indicated:
Period-end loans outstanding (net of unearned
discount and deferred loan fees)
Average loans outstanding (net of unearned
discount and deferred loan fees)
Balance of allowance for credit losses at the
beginning of year - loans
Loans charged-off:
g
g
y
Commercial and industrial
Commercial mortgage
Consumer
Recovery of loans previously charged-off:
g
Total loans charged-off
p
y
y
Commercial and industrial
Commercial mortgage
g g
Residential mortgage
Home Equity
y
q
Consumer
Total recoveries of loans previously
charged-off:
g
p
Net loan (charge-offs) recoveries
Adoption of CECL accounting standard - loans
g
Provision for credit losses - acquired loans
Initial allowance for PCD
Provision for credit losses - loans
Balance at end of period
p
2020
Years Ended December 31,
2018
2019
2017
(dollars in thousands)
2016
$ 3,153,648
$2,226,728
$1,559,772
$1,350,899
$1,320,154
$ 2,856,631
$1,969,696
$1,417,237
$1,333,341
$1,262,497
$
18,180
$
16,768
$
15,320
$
15,261
$
15,191
(400)
(264)
(40)
(704)
250
—
—
—
15
265
(439)
205
8,282
437
9,351
36,016
$
$
$
(338)
(1,270)
(48)
(1,656)
53
—
—
—
11
64
(1,592)
—
—
—
3,004
18,180
$
$
$
(73)
—
(36)
(109)
48
—
—
—
7
55
(54)
—
—
—
1,502
16,768
(284)
—
(39)
(323)
13
—
—
—
7
20
(303)
—
—
—
362
15,320
$
$
$
(71)
—
(33)
(104)
14
7
13
1
7
42
(62)
—
—
—
132
15,261
$
$
$
$
$
$
Ratio of net (charge-offs) recoveries to average loans outstanding
Ratio of allowance for credit losses to loans outstanding
g
(0.02)%
1.14%
(0.08)%
0.82%
(0.00)%
1.08%
(0.02)%
1.13%
(0.00)%
1.16%
The allowance for credit losses to loans outstanding excluding PPP loans was 1.19% at December 31, 2020.
The level of charge-offs depends on many factors, including the national and regional economy. Cyclical lagging factors may result in
charge-offs being higher than historical levels. Although the allowance is allocated between categories, the entire allowance is
available to absorb losses attributable to all loan categories. Management believes that the allowance for credit losses is adequate.
See additional discussion regarding the allowance for credit losses, in Item 7 under the caption “Critical Accounting Policies” and in
Note 7 to the Audited Consolidated Financial Statements.
SOURCES OF FUNDS
General. Deposits traditionally have been our primary source of funds for our investment and lending activities. The Company also
borrows from the FHLB of Boston or the Federal Reserve Bank of Boston (“FRB of Boston”), and utilizes brokered deposits to
supplement cash flow needs, to lengthen the maturities of liabilities for interest rate risk management purposes, and to manage our
cost of funds. Our additional sources of funds are scheduled payments and prepayments of principal and interest on loans and
investment securities and fee income and proceeds from the sales of loans and securities.
Deposits. The Company accepts deposits primarily from customers in the communities in which our branches and offices are located,
as well as from small- and medium-sized businesses and other customers throughout our lending area. We rely on our competitive
pricing and products, convenient locations, and client service to attract and retain deposits. We offer a variety of deposit accounts with
a range of interest rates and terms. Our deposit accounts consist of relationship checking for consumers and businesses, statement
savings accounts, certificates of deposit, money market accounts, interest on lawyer trust accounts, commercial and regular checking
accounts, and individual retirement accounts. Deposit rates and terms are based primarily on current business strategies, market
interest rates, liquidity requirements, and our deposit growth goals. The Bank may also access the brokered deposit market for
funding.
42
At December 31, 2020, we had a total of $223.8 million in certificates of deposit, excluding brokered deposits, of which $185.9
million had remaining maturities of one year or less. Based on historical experience and our current pricing strategy, we believe the
Bank will retain a large portion of these accounts upon maturity. The Bank had total brokered deposits of $30.8 million, $7.1 million,
and $27.5 million at December 31, 2020, 2019, and 2018, respectively.
The following table sets forth the Bank’s deposits for the periods indicated:
Demand deposits (non-interest bearing)
Interest bearing checking
Money market
Savings
Retail certificates of deposit under
$100,000
Retail certificates of deposit of
$100,000 or greater
Wholesale certificates of deposit
Total
December 31,
2020
December 31,
2019
Amount
Percent
Amount
Percent
1,006,132
625,650
532,218
984,262
(dollars in thousands)
29.7% $
18.4%
15.6%
28.9%
630,593
450,098
181,406
914,499
62,646
1.8%
56,602
161,387
30,788
3,403,083
4.7%
0.9%
100.0% $
118,596
7,084
2,358,878
$
$
26.7%
19.1%
7.7%
38.8%
2.4%
5.0%
0.3%
100.0%
Retail certificates of deposit of $100,000 or greater by maturity are as follows:
December 31,
2020
2019
Less than 3 months remaining
3 to 5 months remaining
6 to 11 months remaining
12 months or more remaining
Total
$
$
$
(dollars in thousands)
34,453
41,755
61,320
23,859
161,387
$
35,054
32,245
27,119
24,178
118,596
Interest expense on retail certificates of deposit of $100,000 or greater was $126,000 and $2.1 million for the years ended
December 31, 2020 and 2019, respectively.
The following table sets forth certificates of deposit classified by interest rate as of the dates indicated:
Interest Rate:
Less than 1.00%
1.00% to 1.99%
2.00% to 2.99%
Total
December 31,
2020
2019
(dollars in thousands)
$
$
156,732
62,194
35,895
254,821
$
$
51,306
62,986
67,990
182,282
Borrowings. Total borrowings were $33.0 million, a decrease of $102.7 million as compared to $135.7 million at December 31, 2019.
The Company’s borrowings consisted of advances from the FHLB of Boston. FHLB of Boston advances are collateralized by a
blanket pledge agreement on the Company’s FHLB of Boston stock and residential mortgages held in the Bank’s portfolios.
The Bank’s remaining borrowing capacity at t the FHLB of f Boston at t Decemberr 31, 2020 was approximately $672.7 million. In
FHLB of Boston at December 31, 2020 was approximately $672.7 million. In
.
with the FHLB of Boston
addition, the Bankk has a $10.0 million line of f creditt
The Company had no borrowings outstanding with the FRB Boston at both December 31, 2020 and 2019. The Company’s remaining
borrowing capacity at the FRB Boston at December 31, 2020 was approximately $562.4 million.
See NOTE 12 - BORROWINGS, for a schedule, including related interest rates and other information.
43
NET INTEREST MARGIN
Net interest income represents the difference between interest earned, primarily on loans and investments, and interest paid on funding
sources, primarily deposits and borrowings. Interest rate spread is the difference between the average rate earned on total interest-
earning assets and the average rate paid on total interest-bearing liabilities. Net interest margin is the amount of net interest income, on
a fully taxable-equivalent basis, expressed as a percentage of average interest-earning assets. The average rate earned on earning assets
is the amount of annualized taxable equivalent interest income expressed as a percentage of average earning assets. The average rate
paid on interest-bearing liabilities is equal to annualized interest expense as a percentage of average interest-bearing liabilities.
The following table sets forth the distribution of the Company’s average assets, liabilities and shareholders’ equity, and average rates
earned or paid on a fully taxable equivalent basis for each of the periods indicated:
ASSETS
Loans (2)
Tax-exempt
p
Securities available for sale (3)
Taxable
Securities held to maturity
Taxable
Tax-exempt
q
Cash and cash equivalents
Total interest-earning assets (4)
Non interest-earning assets
g
Allowance for loan losses
Total assets
LIABILITIES AND SHAREHOLDERS’
EQUITY
Interest-bearing deposits
p
g
g
Savings accounts
Money market accounts
Certificates of deposit
p
Total interest-bearing deposits
Subordinated debt
Other borrowed funds
Total interest-bearing liabilities
g
Non-interest-bearing liabilities
p
Demand deposits
Other liabilities
Total liabilities
Shareholders’ equity
Total liabilities & shareholders’ equity
y
q
December 31, 2020
Interest
Income/
Expenses (1)
Rate
Earned/
Paid (1)
Average
Balance
Year Ended
December 31, 2019
Interest
Income/
Expenses (1)
(dollars in thousands)
Rate
Earned/
Paid (1)
Average
Balance
December 31, 2018
Interest
Income/
Expenses (1)
Rate
Earned/
Paid (1)
Average
Balance
$2,832,796 $ 119,447
1,115
23,835
4.22% $1,952,374 $
4.68
17,322
84,382
740
4.32% $1,407,079 $
4.27
10,158
57,941
469
4.12%
4.62
136,776
2,337
1.71
154,256
2,884
1.87
194,419
3,202
1.65
3,711
3,145
187
129,942
152,789
89,841
69,783
3,305,820
245,316
(27,887)
$3,523,249
2.43
204,909
3.50
75,432
50,839
0.27
3.93% 2,455,132
162,529
(17,345)
$2,600,316
5,079
2,897
731
96,713
2.48
189,120
3.84
76,966
45,365
1.44
3.94% 1,923,107
73,330
(15,857)
$1,980,580
4,255
3,043
595
69,505
2.25
3.95
1.31
3.61%
$ 554,000 $
937,247
350,117
259,568
2,100,932
5,408
123,693
2,230,033
838,653
103,086
3,171,772
351,477
$3,523,249
682
3,378
1,277
1,958
7,295
444
1,406
9,145
0.12% $ 417,226 $
827,279
0.36
189,836
0.36
0.75
221,299
0.35% 1,655,640
—
8.21
1.14
86,712
0.41% 1,742,352
440
8,708
2,481
4,012
15,641
—
2,002
17,643
0.11% $ 409,178 $
624,421
1.05
93,449
1.31
1.81
134,007
0.94% 1,261,055
-
—
2.31
18,671
1.01% 1,279,726
247
2,900
597
1,279
5,023
444
5,467
0.06%
0.46
0.64
0.95
0.40%
2.38
0.43%
567,500
68,847
2,378,699
221,617
$2,600,316
521,091
24,217
1,825,034
155,546
$1,980,580
120,797
(895)
$ 119,902
79,070
(764)
78,306
$
64,038
(737)
63,301
$
j
q
Net interest income on a fully taxable equivalent
basis
Less taxable equivalent adjustment
Net interest income
Net interest spread (5)
Net interest margin (6)
(1)
(2)
(3)
(4)
(5)
p
3.52%
3.65%
2.93%
3.22%
Annualized on a fully taxable equivalent basis calculated using a federal tax rate of 21% for 2020, 2019, and 2018.
Non-accrual loans are included in average amounts outstanding.
Average balances of securities available for sale calculated utilizing amortized cost.
Federal Home Loan Bank stock balance and dividend income is excluded from interest-earning assets.
Net Interest rate spread represents the difference between the weighted average yield on interest-earning assets, inclusive of PPP loans originated
during 2020, and the weighted average cost of interest-bearing liabilities.
Net interest margin represents net interest income on a fully tax equivalent basis as a percentage of average interest-earning assets, inclusive of PPP loans
originated during 2020.
3.19%
3.33%
(6)
44
Rate/Volume Analysis
The following table describes the extent to which changes in interest rates and changes in the volume of interest-earning assets and
interest-bearing liabilities have affected the Company’s interest income and interest expense during the periods indicated. Information
is provided in each category with respect to: (i) changes attributable to changes in volumes (changes in average balance multiplied by
prior year average rate), (ii) changes attributable to changes in rate (change in average interest rate multiplied by prior year average
balance), and (iii) changes attributable to the combined impact of volumes and rates have been allocated proportionately to separate
volume and rate categories.
Year Ended December 31, 2020
Compared with
Year Ended December 31, 2019
Increase/(Decrease)
Due to Change in
Rate
(dollars in thousands)
Year Ended December 31, 2019
Compared with
Year Ended December 31, 2018
Increase/(Decrease)
Due to Change in
Rate
(dollars in thousands)
Volume
Total
Volume
Total
Interest income
Loans
Taxable
Tax-exempt
Securities available for sale
Taxable
Securities held to maturity
Taxable
Tax-exempt
Cash and due from banks
Total interest income
Interest expense
Deposits
Checking accounts
Savings accounts
Money market accounts
Certificates of deposit
Total interest-bearing deposits
Subordinated debt
Other borrowed funds
Total interest expense
Change in net interest income
g
$
37,171
299
$
(2,106) $
76
35,065
375
$
23,441
308
$
$
3,000
(37)
26,441
271
(311)
(236)
(547)
(716)
398
(318)
(1,268)
520
203
36,614
$
(100)
(272)
(747)
(3,385) $
(1,368)
248
(544)
33,229
$
372
(60)
76
23,421
$
452
(86)
60
3,787
$
824
(146)
136
27,208
160
1,030
1,280
601
3,071
444
656
4,171
32,443
$
$
82
(6,360)
(2,484)
(2,655)
(11,417)
—
(1,252)
(12,669) $
$
9,284
242
(5,330)
(1,204)
(2,054)
(8,346)
444
(596)
(8,498) $
$
41,727
5
1,186
936
1,148
3,275
—
1,571
4,846
18,575
$
$
188
4,622
948
1,585
7,343
—
(13)
7,330
$
(3,543) $
193
5,808
1,884
2,733
10,618
—
1,558
12,176
15,032
$
$
$
Excluding the impact of merger-related loan accretion and the impact of PPP loans, the adjusted net interest margin for the year ended
December 31, 2020 was 3.36%, representing a 14 basis points increase over the net interest margin for the year ended December 31,
2019 of 3.22%.
Total interest-earning assets (GAAP)
Net interest income on a fully taxable equivalent basis (GAAP)
Net interest margin (GAAP)
Less: Paycheck Protection Program loan impact
Less: Accretion of loan fair value adjustments
Adjusted net interest margin on a fully taxable equivalent basis
q
g
y
j
Average
Balance
3,305,820
For the Year Ended
December 31, 2020
Interest
Income/
Expenses
(dollars in thousands)
$
120,797
(120,048)
3,185,772
$
(4,062)
(9,791)
106,944
$
$
Rate
Earned/
Paid
3.65%
0.01%
-0.30%
3.36%
45
MARKET RISK AND ASSET LIABILITY MANAGEMENT
Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from
interest rate risk inherent in its lending and deposit-taking activities. To that end, management actively monitors and manages its
interest rate risk exposure.
The Company’s profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may
adversely impact the Company’s earnings to the extent that the interest rates borne by assets and liabilities do not change at the same
speed, to the same extent or on the same basis. The Company monitors the impact of changes in interest rates on its net interest
income using several tools.
The Company’s primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on the
Company’s net interest income and capital, while structuring the Company’s asset-liability structure to obtain the maximum yield-cost
spread on that structure. The Company relies primarily on its asset-liability structure to control interest rate risk.
Interest Rate Sensitivity. The Company actively manages its interest rate sensitivity position. The objectives of interest rate risk
management are to control exposure of net interest income to risks associated with interest rate movements and to achieve sustainable
growth in net interest income. The Company’s Asset Liability Committee (“ALCO”), using policies and procedures approved by the
Company’s board of directors, is responsible for the management of the Company’s interest rate sensitivity position. The Company
manages interest rate sensitivity by changing the mix, pricing, and re-pricing characteristics of its assets and liabilities, through the
management of its investment portfolio, its offerings of loan and selected deposit terms, and through wholesale funding. Wholesale
funding consists of, but is not limited to, multiple sources including borrowings with the FHLB of Boston, the Federal Reserve Bank
of Boston’s discount window, and certificates of deposit from institutional brokers.
The Company uses several tools to manage its interest rate risk including interest rate sensitivity analysis, or gap analysis, market
value of portfolio equity analysis, interest rate simulations under various rate scenarios, and net interest margin reports. The results of
these reports are compared to limits established by the Company’s ALCO policies and appropriate adjustments may be made if the
results are outside the established limits.
The following table demonstrates the annualized result of an interest rate simulation (excluding purchase accounting adjustments and
PPP fee income) and the estimated effect that a parallel interest rate shift, or “shock,” in the yield curve and subjective adjustments in
deposit pricing might have on the Company’s projected net interest income over the next 12 months and 24 months.
As of December 31, 2020:
Change in Interest
Rates (in Basis Points)
Parallel rate shocks
+400
+300
+200
+100
–100
Year 1
Percentage Change
in Net Interest
Income
2.3
1.1
(0.1)
0.1
(2.3)
Year 2
Percentage Change
in Net Interest
Income
15.2
10.2
5.1
1.0
(12.0)
The following table demonstrates the annualized result of an interest rate simulation (excluding purchase accounting adjustments and
PPP fee income) and the estimated effect that a gradual interest rate shift in the yield curve and subjective adjustments in deposit
pricing might have on the Company’s projected net interest income over the next 12 months and 24 months.
As of December 31, 2020:
Change in Interest
Rates (in Basis Points)
Gradual rate shifts
+200
–100
Year 1
Percentage Change
in Net Interest
Income
(1.3)
0.3
46
Year 2
Percentage Change
in Net Interest
Income
1.6
(9.2)
These simulations assume that there is no growth in interest-earning assets or interest-bearing liabilities over the next 12 months and
24 months. The changes to net interest income shown above are in compliance with the Company’s policy guidelines.
Economic Value of Equity Analysis. The Company also analyzes the sensitivity of the Bank’s financial condition to changes in
interest rates through our economic value of equity model. This analysis measures the difference between estimated changes in the
present value of the Bank’s assets and estimated changes in the present value of the Bank’s liabilities assuming various changes in
current interest rates.
The Bank’s economic value of equity analysis as of December 31, 2020 estimated that, in the event of an instantaneous 200 basis
point increase in interest rates, the Bank would experience a 9.7% decrease in the economic value of equity for the next 12 months,
and a 9.9% increase in the economic value of equity for the next 24 months. At the same date, our analysis estimated that, in the event
of an instantaneous 100 basis point decrease in interest rates, the Bank would experience an 8.0% increase in the economic value of
equity over the next 12 months, and an 11.2% increase in the economic value of equity for the next 24 months. The estimates within
the economic value of equity calculation are significantly impacted by management’s assumption that the value of non-maturity
deposits do not fall below their stated balance as of December 31, 2020. This assumption has the impact of increasing the Bank’s
economic value of equity in the falling rate scenario as lower market rates increase the value of the loan and investment portfolios
while the value of the non-maturity deposit base remains static. The Company believes retaining customer relationships is the most
desirable strategy over the long term.
The estimates of changes in the economic value of our equity require us to make certain assumptions including loan- and mortgage-
related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently
uncertain and, as a result, we cannot precisely predict the impact of changes in interest rates on the economic value of our equity.
Although our economic value of equity analysis provides an indication of our interest rate risk exposure at a particular point in time,
such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on the
economic value of our equity and will differ from actual results.
LIQUIDITY AND CAPITAL RESOURCES
Impact of Inflation and Changing Prices. Our Consolidated Financial Statements and related notes have been prepared in accordance
with GAAP. GAAP generally requires the measurement of financial position and operating results in terms of historical dollars
without consideration of changes in the relative purchasing power of money over time due to inflation. The impact of inflation is
reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in
nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.
Liquidity. Liquidity is defined as the Company’s ability to generate adequate cash to meet its needs for day-to-day operations and
material long- and short-term commitments. Liquidity risk is the risk of potential loss if the Company were unable to meet its funding
requirements at a reasonable cost. The Company manages its liquidity based on demand and specific events and uncertainties to meet
current and future financial obligations of a short-term nature. The Company’s objective in managing liquidity is to respond to the
needs of depositors and borrowers, as well as increase to earnings enhancement opportunities in a changing marketplace. At December
31, 2020, the Company had access to funds totaling $1.8 billion.
The Company’s liquidity position is managed on a daily basis as part of the daily settlement function and continuously as part of the
formal asset liability management process. The Bank’s liquidity is maintained by managing its core deposits as the primary source,
selling investment securities, selling loans in the secondary market, borrowing from the FHLB of Boston and the FRB, and purchasing
wholesale certificates of deposit as its secondary sources.
47
The sources of funds for dividends paid by the Company are dividends received from the Bank and liquid funds held by the Company.
The Company and the Bank are regulated enterprises and their abilities to pay dividends are subject to regulatory review and
restriction. Certain regulatory and statutory restrictions exist regarding dividends, loans, and advances from the Bank to the Company.
Generally, the Bank has the ability to pay dividends to the Company subject to minimum regulatory capital requirements.
Quarterly, ALCO reviews the Company’s liquidity needs and reports any findings (if required) to the Board of Directors.
Capital Adequacy. Total shareholders’ equity was $401.7 million at December 31, 2020, as compared to $286.6 million at
December 31, 2019. The Company’s equity increased primarily due to net income of $32.0 million, $87.2 million of equity issued as a
result of the Wellesley merger, before tax-effect increases in the value of the Company’s interest rate derivative positions of $4.7
million, and before tax-effect increases in unrealized gains on the available for sale investment portfolio of $3.6 million, partially
partially
offsett by
offset by regular dividend payments of $13.1 million paid during the year. The ratio of total equity to total assets was 10.17% and
10.04% at December 31, 2020 and December 31, 2019, respectively. Book value per share was $58.00 and $53.06, at December 31,
2020 and 2019, respectively.
The Company and the Bank are subject to various regulatory capital requirements. As of December 31, 2020, the Company and the
Bank exceeded the regulatory minimum levels to be considered “well capitalized.” See NOTE 18 – SHAREHOLDERS’ EQUITY to the
Consolidated Financial Statements for additional discussion of regulatory capital requirements.
CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENCIES
The Company has entered into contractual obligations and commitments. The following tables summarize the Company’s contractual
cash obligations and other commitments by maturity at December 31, 2020:
CONTRACTUAL OBLIGATIONS
Total
FHLBB advances
Retirement benefit obligations
Lease obligations
Certificates of deposit
Total contractual cash
Obligations
g
OTHER COMMITMENTS
Unused portion of existing lines of
credit
Standby letters of credit
Originations of new loans
Total commitments
$
$
$
$
Less Than
One Year
Payments Due — By Period as of December 31, 2020
Three to
One to
Five
Three
Years
Years
(dollars in thousands)
17,835
$
5,332
13,151
35,291
15,157
2,456
7,173
214,900
$
5,658
10,010
4,630
— $
After Five
Years
—
15,587
11,347
—
$
32,992
29,033
41,681
254,821
358,527
$
239,686
$
71,609
$
20,298
$
26,934
Amounts of Commitments Expiring — By Period as of December 31, 2020
One to
Three
Years
(dollars in thousands)
Three to
Five
Years
Less Than
One Year
After Five
Years
Total
584,520
9,430
94,399
688,349
$
$
280,892
8,212
94,399
383,503
$
$
120,268
440
—
120,708
$
$
68,520
778
—
69,298
$
$
114,840
—
—
114,840
Further discussion regarding commitments and contingencies can be found in NOTE 16 – FINANCIAL INSTRUMENTS WITH OFF-
BALANCE SHEET RISK and NOTE 17 – COMMITMENTS AND CONTINGENCIES to the Consolidated Financial Statements.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs
of its customers. These financial instruments primarily include commitments to originate and sell loans, standby letters of credit,
unused lines of credit, and unadvanced portions of construction loans. The instruments involve, to varying degrees, elements of credit
and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of those
instruments reflect the extent of involvement the Company has in these particular classes of financial instruments.
48
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan
commitments, standby letters of credit and unadvanced portions of construction loans is represented by the contractual amount of
those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-
balance-sheet instruments.
Off-Balance-Sheet Arrangements. Our significant off-balance-sheet arrangements consist of the following:
•
•
•
•
•
•
•
commitments to originate and sell loans,
standby and commercial letters of credit,
unused lines of credit,
unadvanced portions of construction loans,
unadvanced portions of other loans,
loan related derivatives, and
risk participation agreements.
Off-balance-sheet arrangements are more fully discussed in NOTE 16 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK to
the Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The information required by this item is included in Item 7 of this report under “Market Risk and Asset Liability Management.”
49
Item 8. Financial Statements and Supplementary Data.
CAMBRIDGE BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents
Investment securities
Assets
Available for sale, at fair value (amortized cost $234,252 and $141,109,
respectively)
Held to maturity, at amortized cost (fair value $260,139 and $264,114,
respectively)
Total investment securities
Loans held for sale, at lower of cost or fair value
Loans
Residential mortgage
Commercial mortgage
Home equity
Commercial & Industrial
Consumer
Total loans
Less: allowance for credit losses on loans
Net loans
Federal Home Loan Bank of Boston Stock, at cost
Bank owned life insurance
Banking premises and equipment, net
Right-of-use asset operating leases
Deferred income taxes, net
Accrued interest receivable
Goodwill
Merger related intangibles, net
Other assets
Total assets
Liabilities
Deposits
Demand
Interest bearing checking
Money market
Savings
Certificates of deposit
Total deposits
Borrowings
Operating lease liabilities
Other liabilities
Total liabilities
Shareholders’ Equity
December 31, 2020
December 31, 2019
(dollars in thousands, except par value)
$
75,785
$
61,335
237,030
247,672
484,702
6,909
1,298,868
1,358,962
106,194
347,855
41,769
3,153,648
(36,016)
3,117,632
5,734
46,169
18,158
34,927
11,639
9,514
51,912
2,977
83,239
3,949,297
1,006,132
625,650
532,218
984,262
254,821
3,403,083
32,992
37,448
74,042
3,547,565
$
$
140,330
258,172
398,502
1,546
917,566
1,060,574
80,675
133,236
34,677
2,226,728
(18,180)
2,208,548
7,854
37,319
14,756
33,587
8,229
7,052
31,206
3,338
42,291
2,855,563
630,593
450,098
181,406
914,499
182,282
2,358,878
135,691
35,054
39,379
2,569,002
5,401
136,766
146,875
(2,481)
286,561
2,855,563
$
$
$
Common stock, par value $1.00; Authorized: 10,000,000 shares; Outstanding:
6,926,728 shares and 5,400,868 shares, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
6,927
226,967
165,404
2,434
401,732
3,949,297
The accompanying notes are an integral part of these consolidated financial statements.
Total shareholders’ equity
Total liabilities and shareholders’ equity
y
$
q
50
CAMBRIDGE BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Interest and dividend income
Interest on taxable loans
Interest on tax-exempt loans
p
Interest on taxable investment securities
Interest on tax-exempt investment securities
p
Dividends on FHLB of Boston stock
Interest on overnight investments
g
Total interest and dividend income
Interest expense
p
Interest on deposits
Interest on borrowed funds
Interest on subordinated debt
Total interest expense
p
Net interest and dividend income
Provision for credit losses
Net interest and dividend income after provision for credit
losses
Noninterest income
Wealth management revenue
pDeposit account fees
ATM/Debit card income
Bank owned life insurance income
Gain (loss) on disposition of investment securities
Gain on loans sold
Loan related derivative income
Other income
Total noninterest income
Noninterest expense
p
y
p
q p
Salaries and employee benefits
Occupancy and equipment
Data processing
Professional services
Marketing
FDIC insurance (credit)
Nonoperating expenses
Other expenses
p
Total noninterest expense
Income before income taxes
Income tax expense
Net income
Share data:
g
g
Weighted average number of shares outstanding, basic
Weighted average number of shares outstanding, diluted
Basic earnings per share
Diluted earnings per share
g p
g
For the Year Ended December 31,
2020
2019
2018
$
$
$
$
119,447
880
6,048
2,485
331
187
129,378
7,295
1,406
444
9,145
120,233
18,310
101,923
29,751
2,595
1,308
747
69
1,850
1,479
1,726
39,525
58,975
13,004
7,662
4,190
1,818
992
7,612
3,832
98,085
43,363
11,404
31,959
6,289,481
6,344,409
5.07
5.03
$
$
$
$
84,382
584
7,963
2,289
390
731
96,339
15,641
2,002
—
17,643
78,696
3,004
75,692
26,499
3,185
1,413
612
(79)
1,170
1,674
1,927
36,401
47,494
10,855
6,232
3,623
1,760
291
4,721
3,199
78,175
33,918
8,661
25,257
4,629,255
4,661,720
5.41
5.37
$
$
$
$
57,941
371
7,457
2,404
287
595
69,055
5,023
444
—
5,467
63,588
1,502
62,086
25,191
3,071
1,180
526
2
99
1,651
1,269
32,989
41,212
9,072
5,177
3,258
2,229
574
201
2,264
63,987
31,088
7,207
23,881
4,061,529
4,098,633
5.82
5.77
The accompanying notes are an integral part of these consolidated financial statements.
51
CAMBRIDGE BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income
Other comprehensive income, net of tax:
Available for sale securities
Unrealized holding gains(losses)
Less: reclassification adjustment for (gains)losses
realized in net income
Total unrealized gains(losses) on available for sale securities
Interest rate swaps designated as cash flow hedges
Unrealized holding gains(losses)
Less: reclassification adjustment for (gains)losses
realized in net income
Defined benefit retirement plans
Change in retirement liabilities
Other comprehensive income
pComprehensive income
2020
For the Year Ended December 31,
2019
(dollars in thousands)
2018
$
31,959
$
25,257
$
23,881
2,800
(57)
2,743
4,758
(1,354)
2,500
62
2,562
713
108
(242)
(2)
(244)
720
31
(1,232)
4,915
36,874
$
623
4,006
29,263
$
89
596
24,477
$
The accompanying notes are an integral part of these consolidated financial statements.
52
CAMBRIDGE BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Years Ended December 31,
Balance at December 31, 2017
Cumulative effect of accounting changes
Net income
Other comprehensive income
Share based compensation and other share-based activity
y
p
Dividends declared ($1.96 per share)
Balance at December 31, 2018
Balance at December 31, 2018
Net income
Other comprehensive income
p
Share based compensation and other share-based activity
Dividends declared ($2.04 per share)
p
Common stock issued for Optima merger
Common stock offering
g
Balance at December 31, 2019
g
g
Balance at December 31, 2019
Cumulative effect of accounting changes (Note 3)
Net income
Other comprehensive income
p
Share based compensation and other share-based activity
Dividends declared ($2.12 per share)
p
Common stock issued for Wellesley merger
Balance at December 31, 2020
Common
Stock
Additional
Paid-In
Capital
(dollars in thousands, except per share data)
Retained
Earnings
Accumulated
Other
Comprehensive
Income /
(Loss)
Total
Shareholders’
Equity
$
$
$
$
$
$
4,082
—
—
—
25
—
4,107
4,107
—
—
20
—
723
551
5,401
5,401
—
—
—
23
—
1,503
6,927
$
$
35,663
—
—
—
2,608
—
38,271
$
38,271
—
—
2,150
—
58,694
37,651
$ 136,766
$ 136,766
—
—
—
4,541
—
85,660
$ 226,967
$ 114,093
1,202
23,881
—
—
(8,041)
$ 131,135
$ 131,135
25,257
—
—
(9,517)
—
—
$ 146,875
$ 146,875
(347)
31,959
—
—
(13,083)
—
$ 165,404
$
$
$
$
$
$
(5,881) $
(1,202)
—
596
—
—
(6,487) $
(6,487) $
—
4,006
—
—
—
—
(2,481) $
(2,481) $
—
—
4,915
—
—
—
2,434
$
147,957
—
23,881
596
2,633
(8,041)
167,026
167,026
25,257
4,006
2,170
(9,517)
59,417
38,202
286,561
286,561
(347)
31,959
4,915
4,564
(13,083)
87,163
401,732
The accompanying notes are an integral part of these consolidated financial statements.
p y g
p
g
53
CAMBRIDGE BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses
Amortization(accretion) of deferred charges and fees net
(Accretion), depreciation, and amortization, net
Bank owned life insurance income
(Gain)/loss on disposition of investment securities
Share based compensation and other share-based activity
Change in accrued interest receivable
Deferred income tax (benefit)/expense
Change in other assets, net
Change in other liabilities, net
Change in loans held for sale
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Origination of loans
Proceeds from principal payments of loans
Proceeds from loan pool sale
Proceeds from calls/maturities of securities available for sale
Purchase of securities available for sale
Proceeds from sales of securities available for sale
Proceeds from calls/maturities of securities held to maturity
Purchase of securities held to maturity
Proceeds from settlement of bank owned life insurance policies
Redemption (purchase) of FHLB of Boston stock
Purchase of banking premises and equipment
Net cash acquired in business combinations
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Change in demand, interest bearing, money market and savings accounts
Change in certificates of deposit
Change in borrowings
Proceeds from common stock offering (net of underwriting fees)
Redemption of subordinated debt
Cash dividends paid on common stock
Net cash provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest
Income taxes
Significant non-cash transactions
Right-of-use assets for lessee operating leases
Right-of-use liabilities for lessee operating leases
Transfer of other real estate owned
Common Stock issued to shareholders due to merger
Fair value of assets acquired, net of cash acquired
Fair value of liabilities assumed
2020
2019
(dollars in thousands)
2018
$
31,959
$
25,257
$
23,881
18,310
(780)
(8,134)
(747)
(69)
4,564
253
(665)
(22,863)
20,332
(5,363)
36,797
(1,070,321)
1,022,516
—
47,087
(140,570)
10,821
56,007
(33,818)
—
8,505
(2,218)
43,063
(58,928)
422,866
(138,213)
(224,989)
—
(10,000)
(13,083)
36,581
14,450
61,335
75,785
9,172
14,628
—
—
2,293
87,163
961,668
917,569
$
$
$
$
3,004
166
828
(612)
79
2,170
(162)
110
(11,667)
11,166
(1,546)
28,793
(790,097)
524,907
74,412
49,832
(23,450)
26,552
72,655
(48,906)
—
456
(1,896)
2,063
(113,472)
171,961
(101,928)
28,823
38,202
—
(9,517)
127,541
42,862
18,473
61,335
17,918
7,770
33,587
35,054
163
59,417
548,801
491,447
$
$
1,502
777
1,888
(526)
(2)
2,633
(634)
(721)
(12,231)
7,455
—
24,022
(596,259)
387,537
—
35,415
—
702
33,064
(84,261)
676
(2,602)
(1,155)
—
(226,883)
74,421
(38,467)
89,830
—
—
(8,041)
117,743
(85,118)
103,591
18,473
5,457
8,330
—
—
—
—
—
—
The accompanying notes are an integral part of these consolidated financial statements.
p y g
g
p
54
CAMBRIDGE BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
1.
THE BUSINESS
The accompanying consolidated financial statements include the accounts of Cambridge Bancorp (the “Company”) and its wholly
owned subsidiary, Cambridge Trust Company (the “Bank”), and the Bank’s subsidiaries, Cambridge Trust Company of New
Hampshire, Inc., CTC Security Corporation, and CTC Security Corporation III. References to the Company herein relate to the
consolidated group of companies. All significant intercompany accounts and transactions have been eliminated in preparation of the
consolidated financial statements.
The Company is a state-chartered, federally registered bank holding company headquartered in Cambridge, Massachusetts,
incorporated in 1983. The Company is the sole shareholder of the Bank, a Massachusetts trust company chartered in 1890 which is a
commercial bank. The Company is a private bank offering a full range of private banking and wealth management services to our
clients. The private banking business, the Company’s only reportable operating segment, is managed as a single strategic unit.
As a private bank, the Company focuses on four core services that center around client needs. The core services include Wealth
Management, Commercial Banking, Residential Lending, and Personal Banking. The Bank offers a full range of commercial and
consumer banking services through its network of 21 private banking offices in Massachusetts and New Hampshire. The Bank is
engaged principally in the business of attracting deposits from the public and investing those deposits. The Bank invests those funds in
various types of loans, including residential and commercial real estate, and a variety of commercial and consumer loans. The Bank
also invests its deposits and borrowed funds in investment securities and has two wholly owned Massachusetts security corporations,
CTC Security Corporation and CTC Security Corporation III, for this purpose. Deposits at the Bank are insured by the Federal Deposit
Insurance Corporation (“FDIC”) for the maximum amount permitted by FDIC Regulations.
Trust and investment management services are offered through the Bank’s private banking offices in Massachusetts and New
Hampshire, and its wealth management offices located in Boston and Wellesley, Massachusetts and Concord, Manchester, and
Portsmouth, New Hampshire. The Bank also has a non-depository trust company, Cambridge Trust Company of New Hampshire,
Inc., which allows non-New Hampshire residents the opportunity to take advantage of the state’s favorable trust laws. The assets held
for wealth management clients are not assets of the Bank and, accordingly, are not reflected in the accompanying consolidated balance
sheets.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles
(“GAAP”).
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements. Actual results could differ from those estimates. The allowance for credit losses, the valuation of
deferred tax assets, and the valuation of assets acquired and liabilities assumed in business combinations are particularly subject to
change.
Reclassifications
Certain amounts in the prior year’s financial statements may have been reclassified to conform with the current year’s presentation.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand, amounts due from banks, and overnight investments.
Investment Securities
Investment securities are classified as either ‘held to maturity’ or ‘available for sale’ in accordance with the Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, Investments – Debt Securities. Debt securities that
management has the positive intent and ability to hold to maturity are classified as held to maturity and recorded at amortized cost.
55
Debt securities not classified as held to maturity are classified as available for sale and carried at fair value with unrealized after-tax
gains and losses reported net as a separate component of shareholders’ equity. The Company classifies its securities based on its
intention at the time of purchase.
Purchase premiums and discounts are recognized in interest income using the effective yield or straight-line method over the term of
the securities, except for callable debt securities for which the purchase premiums are recognized through the earliest call date. Gains
and losses on the sale of debt securities are recorded on the trade date and determined using the specific identification method.
Allowance for Credit Losses- Held to Maturity Securities
The Company measures expected credit losses on held to maturity debt securities on a collective basis by security type and risk rating
where available. The reserve for each pool is calculated based on a Probability of Default/Loss Given Default (“PD/LGD”) basis
taking into consideration the expected life of each security. Held to maturity securities which are issued by the United States of
America (“U.S.”) or are guaranteed by U.S. federal agencies do not currently have an allowance for credit loss as the Company
determined these securities are either backed by the full faith and credit of the U.S. government and/or there is an unconditional
commitment to make interest payments and to return the principal investment in full to investors when a debt security reaches
maturity. The Company will evaluate this position no less than annually, however, certain items which may cause the Company to
change this methodology include legislative changes that remove a government-sponsored enterprise’s (“GSE”) ability to draw funds
from the U.S. government, or legislative changes to housing policy that reduce or eliminate the U.S. government’s implicit guarantee
on such securities. For securities which are not U.S. treasury or agency backed, risk ratings are generally sourced from Moody’s or
Standard & Poor’s (“S&P”). The Company updates loss given default, probability of default, and recovery rates for each security as
that information becomes available but no less than annually. The expected remaining life to maturity of each applicable security is
updated quarterly. Any expected credit losses on held to maturity securities would be presented as an allowance rather than as a direct
write-down through the consolidated statement of income if the Company does not intend to sell or believes that it is more-likely-than-
not that the Company will be required to sell the security.
Allowance for Credit Losses-Available for Sale Securities
The Company measures expected credit losses on available for sale securities based upon the gain or loss position of the security. For
available-for sale debt securities in an unrealized loss position, which the Company does not intend to sell, or it is not more likely than
not that the Company will be required to sell the security before recovery of the Company’s amortized cost, the Company evaluates
qualitative criteria to determine any expected loss. This includes among other items the financial health of, and specific prospects for
the issuer, including whether the issuer is in compliance with the terms and covenants of the security. The Company also evaluates
quantitative criteria including determining whether there has been an adverse change in expected future cash flows of the security. If
the Company does not expect to recover the entire amortized cost basis of the security, an allowance for credit losses would be
recorded, with a related charge to earnings, limited by the amount of the fair value of the security less its amortized cost. If the
Company intends to sell the security or it is more likely than not that the Company will be required to sell the debt security before
recovery of its amortized cost basis, the Company recognizes the entire difference between the security’s amortized cost basis and its
fair value in earnings.
Prior to the adoption of Topic 326 on January 1, 2020, declines in the fair value of investment securities below their amortized cost
that were deemed to be other-than-temporary were reflected in earnings as realized losses to the extent the impairment was related to
credit losses. The amount of the impairment related to other factors was recognized in other comprehensive income. In estimating
other-than-temporary impairment losses, management considered: (1) the length of time and the extent to which the fair value has
been less than cost; (2) the financial condition and near-term prospects of the issuer; and (3) the Company’s intent to sell the security
or whether it is more likely than not that the Company will be required to sell the debt security before its anticipated recovery.
Loans
Loans are reported at the amount of their outstanding principal, including deferred loan origination fees and costs, reduced by
unearned discounts, and the allowance for credit losses. Loans are considered delinquent when a payment of principal and/or interest
becomes past due 30 days following its scheduled payment due date. Loans on which the accrual of interest has been discontinued are
designated as non-accrual loans. Loans are removed from non-accrual when they become less than 90 days past due and when concern
no longer exists as to the collectability of principal or interest.
Allowance for Credit Losses - Loans
Losses on loan receivables are estimated and recognized upon origination of the loan, based on expected credit losses for the life of
the loan balance as of the period end date. The Company uses a discounted cash flow method incorporating probability of default and
loss given default forecasted based on statistically derived economic variable loss drivers combined with qualitative factors, to
estimate expected credit losses. This process includes estimates which involve modeling loss projections attributable to existing loan
56
balances, considering historical experience, current conditions, and future expectations for homogeneous pools of loans over the
reasonable and supportable forecast period. The reasonable and supportable forecast period is determined based upon the accuracy
level of historical loss forecast estimates, the specific loan level models and methodology utilized, and considers material changes in
growth and credit strategy, and business changes. For periods beyond a reasonable and supportable forecast interval, the Company
reverts to historical information over a period for which comparable data is available. The historical information either experienced by
the Company, or by a selection of peer banks when appropriate, is derived from a combination of recessionary and non-recessionary
performance periods for which data is available. Similar to the reasonable and supportable forecast period, the Company reassesses the
reversion period at the segment level, considering any required adjustments for differences in underwriting standards, portfolio mix,
and other relevant data shifts over time.
The Company generally segments its loan receivable population into homogeneous pools of loans. Consistent with the Company’s
other assumptions, the Company regularly reviews segmentation to determine whether the segmentation pools remain relevant as risk
characteristics change. When a loan no longer meets the criteria of its initial pooling as a result of credit deterioration or other
changes, the Company may evaluate the credit for estimated losses on an individual basis if it determines that they no longer retain the
same risk characteristics. To the extent that there are a multitude of these loans with new similar credit characteristics, the Company
would anticipate a change to the pooling methodology. Loans that do not share risk characteristics are evaluated on an individual basis
and are not included in the collective evaluation. For loans with real estate collateral, 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.
The Company evaluates the loan allowance for credit losses quarterly. The Company regularly reviews its collection experience
(including delinquencies and net charge-offs) in determining our allowance for credit losses. The Company also considers its historical
loss experience to date based on actual defaulted loans and overall portfolio indicators including delinquent and non-accrual loans,
trends in loan volume and lending terms, credit policies and other observable environmental factors such as unemployment and
interest rate changes.
The underlying assumption estimates and assessments the Company uses to estimate the allowance for credit losses reflects the
Company’s best estimate of model assumptions and forecasted conditions at that time. Changes in such estimates can significantly
affect the allowance and provision for credit losses. It is possible and likely that the Company will experience credit losses that are
different from the current estimates.
The provision for credit losses charged to income is based on management’s judgment of the amount necessary to maintain the
allowance at a level to provide for probable inherent credit losses as of the evaluation date. When management believes that the
collectability of a loan’s principal balance, or portions thereof, is unlikely, the principal amount is charged against the allowance for
credit losses. Recoveries on loans that have been previously charged off are credited to the allowance for loan losses, generally at the
time cash is received on a charged-off account. The allowance is an estimate, and ultimate losses may vary from current estimates. As
adjustments become necessary, they are reported in the results of operations through the provision for credit losses in the period in
which they become known.
Risk characteristics relevant to each portfolio segment are as follows:
Residential mortgage and home equity loans – The Company generally does not originate loans in these segments with a loan-to-value
ratio greater than 80%, unless covered by private mortgage insurance, and in all cases not greater than a loan-to-value ratio of 97%.
The Company does not originate subprime loans. Loans in these segments are secured by one-to-four family residential real estate,
and repayment is primarily dependent on the credit quality of the individual borrower.
Commercial mortgage loans – This includes multi-family properties and construction. The Company generally does not originate
loans in this segment with a loan-to-value ratio greater than 75%. Loans in this segment are secured by owner-occupied and
nonowner-occupied commercial real estate, and repayment is primarily dependent on the cash flows of the property (if nonowner-
occupied) or of the business (if owner-occupied).
Commercial & industrial loans – Loans in this segment are made to businesses and are generally secured by equipment, accounts
receivable, or inventory, as well as the personal guarantees of the principal owners of the business, and repayment is primarily
dependent on the cash flows generated by the business. In addition, this segment includes loans issued under the United States Small
Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”). These loans are guaranteed and are not evaluated for an
allowance for credit losses because the Company expects the guarantees will be effective, if necessary.
57
Consumer loans – Loans in this segment are made to individuals and can be secured or unsecured. Repayment is primarily dependent
on the credit quality of the individual borrower.
The majority of the Company’s loans are concentrated in Eastern Massachusetts and Southern New Hampshire and therefore the
overall health of the local economy, including unemployment rates, vacancy rates, and consumer spending levels, can have a material
effect on the credit quality of all of these portfolio segments.
The process to determine the allowance for credit losses requires management to exercise considerable judgment regarding the risk
characteristics of the loan portfolio segments and the effect of relevant internal and external factors.
Allowance for Credit Losses- Unfunded Commitments
The expected credit losses for unfunded commitments are measured over the contractual period of the Company’s exposure to credit
risk. The estimate of credit loss incorporates assumptions for both the likelihood and amount of funding over the estimated life of the
commitments, for the risk of loss, and current conditions and expectations. Management periodically reviews and updates its
assumptions for estimated funding rates based on historical rates, and factors such as portfolio growth, changes to organizational
structure, economic conditions, borrowing habits, or any other factor which could impact the likelihood that funding will occur. The
Company does not reserve for unfunded commitments which are unconditionally cancellable.
Acquired Loans
Acquired loans are recorded at fair value at the date of acquisition based on a discounted cash flow methodology that considers
various factors, including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and
whether or not the loan was amortizing, and a discount rate reflecting the Company’s assessment of risk inherent in the cash flow
estimates. Purchased loans are grouped together according to similar risk characteristics and are treated in the aggregate when
applying various valuation techniques. These cash flow evaluations are inherently subjective as they may be susceptible to significant
change.
Effective January 1, 2020, loans acquired in a business combination that have experienced more-than-insignificant deterioration in
credit quality since origination are considered purchased credit deteriorated (“PCD”) loans. The Company evaluates acquired loans for
deterioration in credit quality based on, but not limited to, the following: (1) non-accrual status; (2) troubled debt restructured
designation; (3) risk ratings of special mention, substandard or doubtful; (4) watchlist credits; and (5) delinquency status, including
loans that are current on acquisition date, but had been previously delinquent. At the acquisition date, an estimate of expected credit
losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics.
This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair
values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase
price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance
of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts
and premiums are recognized through interest income on a level-yield method over the life of the loans.
For acquired loans not deemed PCD at acquisition, the differences between the initial fair value and the unpaid principal balance are
recognized as interest income on a level-yield basis over the lives of the related loans. At the acquisition date, an initial allowance for
expected credit losses is estimated and recorded as provision for credit losses. The subsequent measurement of expected credit losses
for all acquired loans is the same as the subsequent measurement of expected credit losses for originated loans.
Allowance for Loan Losses
Prior to the adoption of CECL on January 1, 2020, the Company calculated provision for loan losses and the level of the allowance for
loan losses to reflect management’s estimate of probable loan losses inherent in the loan portfolio at the balance sheet date.
Management used a systematic process and methodology to establish the allowance for loan losses each quarter. To determine the
total allowance for loan losses, an estimate was made by management of the allowance needed for each of the following segments of
the loan portfolio: (a) residential mortgage loans, (b) commercial mortgage loans, (c) home equity loans, (d) commercial & industrial
loans, and (e) consumer loans. Portfolio segments were further disaggregated into classes of loans. The establishment of the allowance
for each portfolio segment was based on a process that evaluated the risk characteristics relevant to each portfolio segment and took
into consideration multiple internal and external factors. Internal factors included, but were not limited to, (a) historic levels and trends
in charge-offs, delinquencies, risk ratings, and foreclosures, (b) level and changes in industry, geographic, and credit concentrations,
(c) underwriting policies and adherence to such policies, (d) the growth and vintage of the portfolios, and (e) the experience of, and
any changes in, lending and credit personnel. External factors included, but were not limited to, (a) conditions and trends in the local
and national economy and (b) levels and trends in national delinquent and non-performing loans.
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The Bank evaluated certain loans individually for specific impairment. A loan was considered impaired when, based on current
information and events, it was probable that the Bank would be unable to collect the scheduled payments of principal or interest when
due according to the contractual terms of the loan agreement. Loans that experienced insignificant payment delays and payment
shortfalls generally were not classified as impaired. Loans were selected for evaluation based upon internal risk rating, delinquency
status, or non-accrual status. A specific allowance amount was allocated to an individual loan when such loan had been deemed
impaired and when the amount of the probable loss was able to be estimated. Estimates of loss were determined by the present value
of anticipated future cash flows, the loan’s observable fair market value, or the fair value of the collateral, if the loan was collateral
dependent.
Loans Held for Sale
Residential mortgage loans originated and intended for sale in the secondary market are classified as held for sale at the time of their
origination and are carried at the lower of cost or fair value on an individual loan basis. Changes in fair value relating to loans held for
sale below the loans cost basis are charged against gain on loans sold. Gains and losses on the actual sale of the residential loans are
recorded in earnings as net gains (losses) on loans sold on the consolidated statements of income.
Bank Owned Life Insurance
Bank owned life insurance (“BOLI”) represents life insurance on the lives of certain active and former employees who have provided
positive consent allowing the Bank to be the beneficiary of such policies. Since the Company is the primary beneficiary of the
insurance policies, increases in the cash value of the policies, as well as insurance proceeds received in excess of cash surrender value,
are recorded in other noninterest income, and are not subject to income taxes. Applicable regulations generally limit the Company’s
investment in bank-owned life insurance to 25% of our Tier 1 capital plus its allowance for credit losses. The Company reviews the
financial strength of the insurance carriers prior to the purchase of BOLI and at least annually thereafter.
Banking Premises and Equipment
Land is stated at cost. Buildings, leasehold improvements, and equipment are stated at cost, less accumulated depreciation, and
amortization, which is computed using the straight-line method over the estimated useful lives of the assets or the terms of the leases,
if shorter. The cost of ordinary maintenance and repairs is charged to expense when incurred.
Leases
The Company leases office space, certain branch locations under noncancelable operating leases, and two automated teller machine
(“ATM”) locations, several of which have renewal options to extend lease terms. Upon commencement of a new lease, the Company
will recognize a right of use (“ROU”) asset and corresponding lease liability. The Company makes the decision on whether to renew
an option to extend a lease by considering various factors. The Company will recognize an adjustment to its ROU asset and lease
liability when lease agreements are amended and executed. The discount rate used in determining the present value of lease payments
is based on the Company’s incremental borrowing rate for borrowings with terms similar to each lease at commencement date. 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.
Marketing Expense
Advertising costs are expensed as incurred.
Other Real Estate Owned
Other real estate owned consists of properties formerly pledged as collateral to loans, which have been acquired by the Company
through foreclosure proceedings or acceptance of a deed in lieu of foreclosure. Upon transfer of a loan to foreclosure status, an
appraisal is obtained and any excess of the loan balance over the fair value, less estimated costs to sell, is charged against the
allowance for credit losses. Expenses and subsequent adjustments to the fair value are treated as noninterest expense through other
expenses.
Goodwill, Core Deposit Intangibles, and Other Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Core deposit
intangible (“CDI”) represents a premium paid to acquire the core deposits of an institution and is recorded as an intangible asset.
Goodwill and intangible assets that are not amortized are tested for impairment, based on their fair values, at least annually. There was
no goodwill impairment recognized during 2020, 2019, or 2018. Identifiable intangible assets that are subject to amortization are also
59
reviewed for impairment based on their fair value. Any impairment is recognized as a charge to earnings and the adjusted carrying
amount of the intangible asset becomes its new accounting basis. The remaining useful life of an intangible asset that is being
amortized is also evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining
period of amortization. The Company is amortizing the CDI on a straight-line basis over a ten-year period.
Mortgage servicing rights (“MSR”) are recognized as separate assets when rights are acquired through purchase or through sale of
financial assets with servicing rights retained. The fair value of the servicing rights is determined by estimating the present value of
future net cash flows, taking into consideration market loan prepayment speeds, discount rates, servicing costs, and other economic
factors. For purposes of measuring impairment, the underlying loans are stratified into relatively homogeneous pools based on
predominant risk characteristics which include product type (i.e., fixed or adjustable) and interest rate bands. If the aggregate carrying
value of the capitalized mortgage servicing rights for a stratum exceeds its fair value, MSR impairment is recognized in earnings
through a valuation allowance for the difference. As the loans are repaid and net servicing revenue is earned, the MSR asset is
amortized as an offset to loan servicing income. Servicing revenues are expected to exceed this amortization expense. However, if
actual prepayment experience or defaults exceed what was originally anticipated, net servicing revenues may be less than expected
and mortgage servicing rights may be impaired.
Income Taxes
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, the Commonwealth of Massachusetts, the
state of New Hampshire, the state of Maine, and other states as required. For the tax year ended December 31, 2020, the Company
expects to will file taxes in Massachusetts, New Hampshire, and Maine.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are reflected at currently
enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As
changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expenses in the period of
enactment. Deferred tax assets are reviewed quarterly and reduced by a valuation allowance if, based upon the information available,
it is more likely than not that some or all of the deferred tax assets will not be realized.
Interest and penalties related to unrecognized tax benefits, if incurred, are recognized as a component of income tax expense.
Wealth Management Fee Revenue
The Company earns wealth management fees for providing investment management, trust administration, and financial planning
services to clients. The Company’s performance obligation under these contracts is satisfied over time as the wealth management
services are provided. Fees are recognized monthly based on the monthly value of the assets under management and the applicable
fee rate, or at a fixed annual rate, depending on the terms of the contract. No performance-based incentives are earned on wealth
management contracts.
The Company also earns trust fees for servicing as trustee for certain clients. As trustee, the Company serves as a fiduciary,
administers the client’s trust, and in some cases, manages the assets of the trust. The Company’s performance obligation under these
agreements is satisfied over time as the administrative and management services are provided. Fees are recognized monthly based on
a percentage of the market value of the account or at a fixed annual rate as outlined in the agreement. The Company also earns fees
for trust related activities. The Company’s performance obligation under these agreements is satisfied at a point in time and
recognized when these services have been performed.
Other Banking Fee Income
The Company charges a variety of fees to its clients for services provided on the deposit and deposit management related accounts.
Each fee is either transaction-based or assessed monthly. The types of fees include service charges on accounts, overdraft fees, wire
transfer fees, maintenance fees, ATM fee charges, and other miscellaneous charges related to the accounts. These fees are not
governed by individual contracts with clients. They are charged to clients based on disclosures presented to these clients upon
opening these accounts, along with updated disclosures when changes are made to the fee structures. The transaction-based fees are
recognized in revenue when charged to the client based on specific activity on the client’s account. Monthly service and maintenance
charges are recognized in the month they are earned and are charged directly to the client’s account.
Pension and Retirement Plans
The Company sponsors a defined benefit pension plan (the “Pension Plan”) and a postretirement health care plan covering
substantially all employees hired before May 2, 2011. Effective December 31, 2017, the accrual of benefits for all participants in the
Pension Plan was frozen. Benefits for the postretirement health care plan are based on years of service. Expense for the postretirement
health care plan is recognized over the employee’s service life utilizing the projected unit credit actuarial cost method. Effective
November 7, 2019, the postretirement health care plan was frozen for employees hired after that date.
60
The Company also sponsors non-qualified retirement programs that provide supplemental retirement benefits to certain current and
former executives. Prior to 2016, the Company provided individual non-qualified defined benefit supplemental executive retirement
plans (“DB SERPs”) to certain executives. The DB SERPs generally provide for an annual benefit payable in equal monthly
installments following the executive’s retirement and continuing for at least the remainder of his or her lifetime, with such annual
benefit generally based on the executive’s years of service and his or her highest three consecutive years of base salary and bonus. In
2016, the Company’s Board of Directors discontinued the use of DB SERPs for new entrants to the Company’s non-qualified
retirement programs. Instead, new entrants are provided with individual non-qualified defined contribution supplemental executive
retirement plans (“DC SERPs”). Under the DC SERPs, the Company may contribute an amount equal to 10% of the executive’s base
salary and bonus to his or her account under the Company’s non-qualified deferred compensation plan, the Executive Deferred
Compensation Plan. Expense for the DB SERPs is recognized over the executive’s service life utilizing the projected unit credit
actuarial cost method. Expense for the DC SERPs is recognized as incurred.
The Company maintains a Profit-Sharing Plan (“PSP”) that provides for deferral of federal and state income taxes on employee
contributions allowed under Section 401(k) of federal law. Beginning in 2018, the Company matched employee contributions up to
100% of the first 4% of each participant’s salary, eligible bonus, and eligible incentive. Each year, the Company may also make a
discretionary contribution to the PSP based on eligible salary, bonus, and incentive. Employees are eligible to participate in the PSP
on the first day of their initial date of service. Effective January 1, 2019, employees were eligible to participate in the discretionary
contribution portion of the PSP on the first date of their initial date of service. During 2018, employees were eligible to participate in
the discretionary contribution portion of the PSP after completing 12 months of employment, and 1,000 hours of service. The
employee must be employed on the last day of the calendar year or retire at the normal retirement age of 65 during the calendar year to
receive the discretionary contribution.
Share-Based Compensation
Share-based compensation plans provide for stock option awards, restricted stock awards, time-based restricted stock units (“RSUs”),
and performance-based restricted stock units (“PRSUs”).
Compensation expense for restricted stock awards is recognized over the service period based on the fair value at the date of grant.
RSUs and PRSUs are valued at the fair market value of the Company’s common stock as of the award date. PRSUs’ compensation
expense is based on the most recent performance assumption available and is adjusted as assumptions change. If the goals are not met,
vesting does not occur, no compensation cost will be recognized and any recognized compensation costs will be reversed. Stock-based
awards that do not require future service are expensed in the year of grant.
Derivative Instruments and Hedging Activities
Derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value. The accounting for
changes in the fair value of such derivatives depends on the intended use of the derivative and resulting designation. For derivatives
not designated as hedges, changes in fair value of the derivative instruments are recognized in earnings in noninterest income.
For derivatives designated as fair value hedges, changes in the fair value of such derivatives are recognized in earnings together with
the changes in the fair value of the related hedged item. The net amount, if any, represents hedge ineffectiveness and is reflected in
earnings.
For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is recorded in other
comprehensive income (loss) and recognized in earnings when the hedged transaction affects earnings. The ineffective portion of
changes in the fair value of cash flow hedges is recognized directly in earnings.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The Company measures the fair values of its financial instruments in accordance with
accounting guidance that requires an entity to base fair value on exit price and maximize the use of observable inputs and minimize
the use of unobservable inputs to determine the exit price.
ASC 820, “Fair Value Measurements and Disclosures” establishes a fair value hierarchy that gives the highest priority to quoted
prices in active markets and the lowest priority to unobservable data and requires fair value measurements to be disclosed by level
within the hierarchy. The three broad levels defined by the fair value hierarchy are as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The type of
financial instruments included in Level 1 are highly liquid cash instruments with quoted prices such as government or agency
securities, listed equities, and money market securities, as well as listed derivative instruments.
61
Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of
the reported date. The nature of these financial instruments includes cash instruments for which quoted prices are available
but traded less frequently, derivative instruments whose fair value has been derived using a model where inputs to the model
are directly observable in the market or can be derived principally from or corroborated by observable market data, and
instruments that are fair valued using other financial instruments, the parameters of which can be directly observed.
Instruments which are generally included in this category are corporate bonds and loans, mortgage whole loans, municipal
bonds, and over-the-counter derivatives.
Level 3 – Instruments that have little to no pricing observability as of the reported date. These financial instruments do not
have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the
determination of fair value require significant management judgment to estimation. Instruments that are included in this
category generally include certain commercial mortgage loans, certain private equity investments, distressed debt, non-
investment grade residual interests in securitizations, as well as certain highly structured over-the-counter derivative
contracts.
Earnings per Common Share
Earnings per common share is computed using the two-class method prescribed under ASC Topic 260, “Earnings Per Share.” ASC
Topic 260 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the
two-class method. The Company has determined that its outstanding non-vested stock awards are participating securities.
Under the two-class method, basic earnings per common share is computed by dividing net earnings allocated to common stock by the
weighted-average number of common shares outstanding during the applicable period, excluding outstanding participating securities.
Diluted earnings per common share is computed using the weighted-average number of shares determined for the basic earnings per
common share computation plus the dilutive effect of common stock equivalents. A reconciliation of the weighted-average shares
used in calculating basic earnings per common share and the weighted average common shares used in calculating diluted earnings per
common share for the reported periods is provided in NOTE 20 - EARNINGS PER SHARE.
Subsequent Events
Management has reviewed events occurring through March 15, 2021, the date the consolidated financial statements were issued and
determined that no subsequent events occurred requiring adjustment to or disclosure in these financial statements.
3.
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS
Accounting Pronouncements Yet to be Adopted
Accounting Standards Update (“ASU”) 2020-04 - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU
2020-04”). On March 12, 2020, the FASB issued ASU 2020-04 and related amendments to ease the potential burden in accounting
for reference rate reform. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging
relationships, and other transactions that reference the London Inter-bank Offer Rate (“LIBOR”) or another reference rate expected to
be discontinued due to reference rate reform. The new guidance provides the following optional expedients:
•
Simplify accounting analyses for contract modifications.
• Allow hedging relationships to continue without de-designation if there are qualifying changes in the critical terms of an
existing hedging relationship due to reference rate reform.
• Allow a change in the systematic and rational method used to recognize in earnings the components excluded from the
assessment of hedge effectiveness.
• Allow a change in the designated benchmark interest rate to a different eligible benchmark interest rate in a fair value
hedging relationship.
• Allow the shortcut method for a fair value hedging relationship to continue for the remainder of the hedging relationship.
•
Simplify the assessment of hedge effectiveness and provide temporary optional expedients for cash flow hedging
relationships affected by reference rate reform.
• Allow a one-time election to sell or transfer debt securities classified as held to maturity that reference a rate affected by
reference rate reform and that are classified as held to maturity before January 1, 2020.
The amendments are effective for all entities from the beginning of an interim period that includes the issuance date of the ASU. An
entity may elect to apply the amendments prospectively through December 31, 2022. The Company is currently assessing the impact
the adoption of this guidance will have on its consolidated balance sheets, statements of income, and cash flows.
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Accounting Pronouncements Adopted in 2020
Accounting Standards Update 2018-13 - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). On
August 28, 2018, the FASB issued guidance to remove, add, and clarify certain disclosures for fair value measurement. The Company
adopted the amended guidance on January 1, 2020 using the prospective method.
Accounting Standards Update 2018-14 - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). On
August 28, 2018, the FASB issued guidance to remove, add, and clarify certain disclosures for defined benefit plans. The standard
became effective on December 31, 2020 for the Company. The Company adopted this standard as of December 31, 2020.
Accounting Standards Update 2016-13 - Financial Instruments - Credit Losses (“Topic 326”): Measurement of Credit Losses on
Financial Instruments (“ASU 2016-13”). ASU 2016-13, which has been codified under Topic 326, replaced the previous GAAP
method of calculating loan losses. Previously, GAAP required the use of the incurred loss methodology versus ASU 2016-13 which
utilizes an expected loss methodology. The current expected credit loss (“CECL”) methodology incorporates forecasting in addition to
historical and current measures. The measurement of expected credit losses under the CECL methodology is applicable to financial
assets measured at amortized cost, including loan receivables, held to maturity and available for sale debt securities. The Company
adopted ASU 2016-13 and related amendments on January 1, 2020 using a modified-retrospective approach for all financial assets
measured at amortized cost and off-balance-sheet (“OBS”) credit exposures and recorded an additional allowance for credit loss of
$481,000 before taxes and a corresponding decrease in retained earnings of $347,000, net of taxes. Results for reporting periods
beginning after January 1, 2020 are presented under Topic 326 while prior period amounts continue to be reported in accordance with
previously applicable GAAP.
ASU 2016-13 also applies to OBS credit exposure not accounted for as insurance (loan commitments, standby letters of credit,
financial guarantees, and other similar investment) and net investments in leases recognized by a lessor in accordance with ASU 2016-
02 - Leases (Topic 842).
January 1, 2020 CECL Transition (Day 1) Impact
The CECL methodology reflects the Company’s view of the state of the economy and forecasted macroeconomic conditions and their
impact on the Company’s loan and investment portfolios as of the adoption date.
The following table illustrates the impact of Topic 326:
As reported under
ASC 326
January 1, 2020
Pre-ASC 326
Adoption
(dollars in thousands)
Impact of ASC
326 Adoption
$
$
$
7,202
9,545
256
896
486
18,385
326
$
$
$
5,141
10,992
461
1,388
198
18,180
50
$
$
$
2,061
(1,447)
(205)
(492)
288
205
276
ASSETS
Loans
Residential mortgage
Commercial mortgage
Home equity
Commercial & industrial
Consumer
Allowance for credit losses on loans
LIABILITIES
Allowance for credit losses on OBS credit exposure
p
4.
MERGERS
Wellesley Bancorp, Inc.
On June 1, 2020, the Company completed its merger with Wellesley Bancorp, Inc. (“Wellesley”), adding 6 banking offices in
Massachusetts. Under the terms of the Agreement and Plan of Merger, each outstanding share of Wellesley common stock was
converted into 0.580 shares of the Company’s common stock. As a result of the merger, former Wellesley stockholders received an
aggregate of 1,502,814 shares of the Company's common stock. The total consideration paid amounted to $88.8 million, based on the
closing price of $58.00 of the Company's common stock, the value of Wellesley's exercisable options, and cash paid for fractional
shares on May 31, 2020.
63
The Company accounted for the merger using the acquisition method pursuant to ASC Topic 805, “Business Combinations”.
Accordingly, the Company recorded merger expenses of $6.4 million during the year ended at December 31, 2020. Additionally, on
June 1, 2020, the Company recorded $8.6 million in provision for credit losses to reflect the impact of CECL on the acquired loans.
The acquisition method requires the acquirer to recognize the assets acquired and the liabilities assumed at their fair values as of the
acquisition date. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the date
of the acquisition:
Total Purchase Price
Assets
Cash and cash equivalents
Investments
Gross Loans
Allowance for loan loss
Premises and equipment
Other assets
Total assets acquired
Deposits
Borrowings & Subordinated debt
Other liabilities
Total liabilities assumed
Net Assets Acquired
Goodwill
Wellesley
Book Value
At June 1, 2020
Purchase Accounting
Adjustments
(dollars in thousands)
Net Assets
Acquired at Fair
Value
$
88,766
$
$
44,667
23,331
883,659
(8,461)
2,972
41,082
987,250
758,976
132,005
21,847
912,828
74,422
$
$
— $
—
(13,626)
8,461
1,040
2,505
(1,620)
1,902
477
2,362
4,741
(6,361) $
$
44,667
23,331
870,033
—
4,012
43,587
985,630
760,878
132,482
24,209
917,569
68,061
20,705
Fair value adjustments to assets acquired and liabilities assumed are generally amortized using either an effective yield or straight-line
basis over periods consistent with the average life, useful life, and/or contractual term of the related assets and liabilities.
Fair values of the major categories of assets acquired and liabilities assumed were determined as follows:
Cash and Cash Equivalents
The fair values of cash and cash equivalents approximate the respective carrying amounts because the instruments are payable on
demand or have short-term maturities.
Investments
The fair values of securities were based on quoted market prices for identical securities received from an independent, nationally
recognized, third-party pricing service. Prices provided by the independent pricing service were based on recent trading activity and
other observable information including, but not limited to, market interest rate curves, referenced credit spreads, and estimated
prepayment rates where applicable.
Loans
Fair value was determined using market participant assumptions in estimating the amount and timing of both principal and interest
cash flows expected to be collected, as adjusted for an estimate of default rate and prepayments, and then applying a market-based
discount rate to those cash flows.
Premises and Equipment
The fair value of premises was determined based upon appraisals by licensed real estate appraisers. The appraisal was based upon the
best and highest use of the property with the final value determined based upon an analysis of the cost, sales comparison, and income
capitalization approaches for the property appraised.
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Deposits
The fair value of acquired savings and transaction deposit accounts was assumed to approximate the carrying value as these accounts
have no stated maturity and are payable on demand. The fair value of time deposits was determined based on the present value of the
contractual cash flows over the remaining period to maturity using a market interest rate.
Borrowings
The fair value represents the adjustment necessary because the weighted average interest rate of the Federal Home Loan Bank
borrowings differed from the cost of similar funding at the time of acquisition.
Subordinated Debt
The fair value represents the adjustment necessary because the interest rate of the subordinated debt differed from the cost of similar
funding at the time of acquisition.
Optima Bank & Trust Company
The Company completed its merger with Optima Bank & Trust Company (“Optima”) on April 17, 2019. Under the terms of the
Agreement and Plan of Merger, each outstanding share of Optima common stock was converted into $32.00 in cash or 0.3468 shares
of the Company’s common stock, with the transaction structured as 95 percent common stock and 5 percent cash. As a result of the
merger, former Optima shareholders received an aggregate of approximately 722,746 shares of the Company’s common stock and an
aggregate of approximately $3.5 million in cash. The total consideration paid amounted to $64.3 million.
The Company accounted for the merger using the acquisition method and recorded total assets of $555.7 million, including $30.8
million in goodwill, and assumed total liabilities of $491.4 million. Additionally, the Company recorded merger expenses of $3.9
million during the year ended December 31, 2019.
5.
CASH AND CASH EQUIVALENTS
At December 31, 2020 and 2019, cash and due from banks totaled $75.8 million and $61.3 million, respectively. There were no
amounts required to be maintained at the Federal Reserve Bank of Boston (“FRB”) at December 31, 2020. At December 31, 2019, the
Company maintained $31.5 million of cash and cash equivalents at the FRB to satisfy reserve requirements. Additionally, at
December 31, 2020 and 2019, the Company pledged $500,000 to the New Hampshire Banking Department relating to Cambridge
Trust Company of New Hampshire, Inc.’s operations in that state. The Company also pledged cash collateral to derivative
counterparties totaling $29.9 million and $10.4 million at December 31, 2020 and 2019, respectively. See NOTE 21 - DERIVATIVES
AND HEDGING ACTIVITIES for a discussion of the Company’s derivative and hedging activities.
6.
INVESTMENT SECURITIES
Investment securities have been classified in the accompanying consolidated balance sheets according to management’s intent. The
carrying amounts of securities and their approximate fair values were as follows:
December 31, 2020
Gross
Gross
Unrealized
Unrealized
Losses
Gains
Amortized
Cost
December 31, 2019
Gross
Gross
Unrealized
Unrealized
Losses
Gains
Fair
Value
Fair
Value
(dollars in thousands)
Amortized
Cost
Available for sale securities
U.S. GSE obligations
Mortgage-backed securities
Corporate debt securities
$ 22,995 $
208,515
2,742
641 $
2,502
41
(19) $ 23,617 $ 38,000 $
(387) 210,630
2,783
103,109
—
—
Total available for sale securities
$234,252 $ 3,184 $
(406) $237,030 $141,109 $
(152) $ 37,848
— $
(858) 102,482
231
—
—
—
231 $ (1,010) $140,330
U.S. GSE obligations
Mortgage-backed securities
Corporate debt securities
Municipal securities
Total held to maturity securities
Total
$
— $
— $
137,435
6,989
103,248
6,784
197
5,643
$247,672 $ 12,624 $
$481,924 $ 15,808 $
65
— $
— $
— $
5,000 $
5,000
— $
(111) 164,399
(97) 144,122
7,096
—
7,186
—
(66)
87,619
(60) 108,831
(157) $260,139 $258,172 $ 6,119 $
(177) $264,114
(563) $497,169 $399,281 $ 6,350 $ (1,187) $404,444
161,759
6,980
84,433
2,751
116
3,252
All of the Company’s mortgage-backed securities have been issued by, or are collateralized by securities issued by, either the
Government National Mortgage Association (“Ginnie Mae” or “GNMA”), the Federal National Mortgage Association (“Fannie Mae”
or “FNMA”), or the Federal Home Loan Mortgage Corporation (“Freddie Mac” or “FHLMA”).
The amortized cost and fair value of investment securities, aggregated by contractual maturity, are shown below. Municipal securities
are aggregated by the earliest of call date or contractual maturity. Maturities of mortgage-backed securities do not take into
consideration scheduled amortization or prepayments. Actual maturities may differ from contractual maturities because issuers may
have the right to call or prepay obligations with or without call or prepayment penalties.
At December 31, 2020
Available for sale securities
U.S. GSE obligations
Mortgage-backed
securities
Corporate debt securities
Total available for
sale securities
Held to maturity securities
Mortgage-backed
securities
Corporate debt securities
Municipal securities
Total held to maturity
securities
Total
Within One Year
Fair
Value
Amortized
Cost
After One, But
Within Five Years
Fair
Value
Amortized
Cost
After Five, But
Within Ten Years
Fair
Value
Amortized
Cost
(dollars in thousands)
After Ten Years
Fair
Value
Amortized
Cost
Total
Amortized
Cost
Fair
Value
$
— $ — $ 9,995 $ 9,983 $
5,000 $
5,150 $
8,000 $
8,484 $ 22,995 $ 23,617
1
1
1,001 1,002
4,226
1,741
4,318
1,781
54,849
—
56,127 149,439 150,184
—
—
—
208,515
2,742
210,630
2,783
$ 1,002 $1,003 $ 15,962 $16,082 $ 59,849 $ 61,277 $157,439 $158,668 $234,252 $237,030
$
— $ — $
—
2,541 2,561
— 6,989
7,186
19,343 20,222
2 $ 60,933 $ 64,779 $ 76,500 $ 79,341 $137,435 $144,122
7,186
—
108,831
40,430
6,989
103,248
—
42,213
—
43,835
—
40,934
2 $
$ 2,541 $2,561 $ 26,334 $27,410 $101,867 $108,614 $116,930 $121,554 $247,672 $260,139
$ 3,543 $3,564 $ 42,296 $43,492 $161,716 $169,891 $274,369 $280,222 $481,924 $497,169
The following tables show the Company’s investment securities with gross unrealized losses, aggregated by investment category and
length of time that individual investment securities have been in a continuous loss position at December 31, 2020:
Available for sale securities
U.S. GSE obligations
Mortgage-backed securities
Total available for sale securities
Held to maturity securities
Mortgage-backed securities
Municipal securities
Total held to maturity securities
Total
Less than 12 months
Fair
Value
Unrealized
Losses
December 31, 2020
12 months or longer
Unrealized
Fair
Value
Losses
(dollars in thousands)
Total
Fair
Value
Unrealized
Losses
$
4,981
91,094
$ 96,075
$ 16,340
6,221
$ 22,561
$ 118,636
$
$
$
$
$
(19) $
(384)
(403) $
— $
944
944
$
— $
(3)
(3) $
4,981
92,038
97,019
(97) $
(60)
(157) $
(560) $
— $
—
— $
$
944
16,340
— $
6,221
—
— $
22,561
(3) $ 119,580
$
$
$
$
$
(19)
(387)
(406)
(97)
(60)
(157)
(563)
66
Available for sale securities
U.S. GSE obligations
Mortgage-backed securities
g g
Total available for sale securities
Held to maturity securities
U.S. GSE obligations
g
Mortgage-backed securities
Municipal securities
p
Total held to maturity securities
Total temporarily impaired securities
p
y
p
Less than 12 months
Fair
Value
Unrealized
Losses
December 31, 2019
12 months or longer
Unrealized
Fair
Losses
Value
(dollars in thousands)
Total
Fair
Value
Unrealized
Losses
$ 12,912
33,381
$ 46,293
$
$
(88) $ 24,936
50,766
(265)
(353) $ 75,702
$
— $
14,838
4,934
$ 19,772
$ 66,065
$
$
5,000
— $
12,928
(27)
(66)
—
(93) $ 17,928
(446) $ 93,630
$
$
$
$
$
37,848
(64) $
84,147
(593)
(657) $ 121,995
5,000
— $
27,766
(84)
4,934
—
(84) $
37,700
(741) $ 159,695
$
$
$
$
$
(152)
(858)
(1,010)
—
(111)
(66)
(177)
(1,187)
The Company adopted Topic 326 on January 1, 2020 and did not record an allowance for credit losses on its investment securities as
of December 31, 2020. The Company regularly reviews debt securities for expected credit loss using both qualitative and quantitative
criteria, as necessary based on the composition of the portfolio at period end.
Prior to January 1, 2020, investment securities were evaluated by management for other-than-temporary impairment on at least a
quarterly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to: (1) the
length of time and the extent to which the fair value has been less than cost; (2) the financial condition and near-term prospects of the
issuer; and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for
any anticipated recovery in fair value.
As of December 31, 2020, 30 debt securities had gross unrealized losses, with an aggregate depreciation of 0.47% from the
Company’s amortized cost basis. The largest unrealized dollar and percentage loss percentage of any single security was 2.07%, or
$55,000.
The following table sets forth information regarding sales of investment securities and the resulting gains or losses from such sales:
Amortized cost of securities sold
Gross gains realized on securities sold
Gross losses realized on securities sold
pNet proceeds from securities sold
2020
For the Year Ended December 31,
2019
(dollars in thousands)
2018
$
$
10,752
111
(42)
10,821
$
$
26,631
—
(79)
26,552
$
$
700
2
702
The Company monitors the credit quality of certain debt securities through the use of credit rating among other factors on a quarterly
basis. The following table summarizes the credit rating of the Company’s debt securities portfolio at December 31, 2020.
Available for sale securities, at fair value
AAA/AA/A (1)
BBB/BB/B
Total available for sale securities
Held to maturity securities, at amortized cost
y
AAA/AA/A
BBB/BB/B
$
$
$
December 31, 2020
Corporate
Debt Securities
Municipal
Securities
U.S. GSE
obligations
Total
(dollars in thousands)
$
$
$
1,779
1,004
2,783
6,989
—
6,989
— $
—
— $
23,617
—
23,617
$
$
236,026
1,004
237,030
$
102,973
275
103,248
— $
—
— $
247,397
275
247,672
Mortgage-
backed
Securities
210,630
—
210,630
137,435
—
137,435
$
$
$
67
(1)
$
Total held to maturity securities
Includes Agency mortgage-backed pass-through securities and collateralized mortgage obligations issued by GSEs and U.S.
government agencies, such as FNMA, FHLMC, and GNMA that are not rated by Moody’s or S&P. Each security contains a
guarantee by the issuing GSE or agency and therefore carries an implicit guarantee of the U.S. government. These have been
categorized as AAA/AA/A.
$
$
$
7.
LOANS AND ALLOWANCE FOR CREDIT LOSSES
The Company’s lending activities are conducted primarily in Eastern Massachusetts and Southern New Hampshire. The Company
grants single- and multi-family residential loans, commercial & industrial (“C&I”), commercial real estate (“CRE”), construction
loans, and a variety of consumer loans. Most of the loans granted by the Company are secured by real estate collateral. Repayment of
the Company’s residential loans are generally dependent on the health of the employment market in the borrowers’ geographic areas
and that of the general economy with liquidation of the underlying real estate collateral being typically viewed as the primary source
of repayment in the event of borrower default. The repayment of C&I loans depends primarily on the cash flow and credit worthiness
of the borrower and secondarily on the underlying collateral provided by the borrower. As borrower cash flow may be difficult to
predict, liquidation of the underlying collateral securing these loans is typically viewed as the primary source of repayment in the
event of borrower default. However, collateral typically consists of equipment, inventory, accounts receivable, or other business
assets that may fluctuate in value, so the liquidation of collateral in the event of default is often an insufficient source of repayment.
The Company’s CRE loans are primarily made based on the cash flow from the collateral property and secondarily on the underlying
collateral provided by the borrower, with liquidation of the underlying real estate collateral typically being viewed as the primary
source of repayment in the event of borrower default. The Company’s construction loans are primarily made based on the borrower’s
expected ability to execute and the future completed value of the collateral property, with sale of the underlying real estate collateral
typically being viewed as the primary source of repayment.
Loans outstanding are detailed by category as follows:
Residential mortgage
Mortgages - fixed rate
Mortgages - adjustable rate
Construction
Deferred costs net of unearned fees
Total residential mortgages
Commercial mortgage
Mortgages - non-owner occupied
Mortgages - owner occupied
Construction
Deferred costs net of unearned fees
Total commercial mortgages
Home equity
Home equity - lines of credit
Home equity - term loans
Deferred costs net of unearned fees
Total home equity
Commercial & industrial
Commercial & industrial
PPP loans
Unearned fees, net of deferred costs
Total commercial & industrial
Consumer
Secured
Unsecured
Deferred costs, net of unearned fees
Total consumer
Total loans
December 31, 2020
December 31, 2019
(dollars in thousands)
$
$
$
535,804
734,593
25,495
2,976
1,298,868
1,064,317
153,474
139,075
2,096
1,358,962
102,460
3,503
231
106,194
223,415
126,227
(1,787)
347,855
430,877
467,139
17,374
2,176
917,566
870,047
114,095
76,288
144
1,060,574
73,880
6,555
240
80,675
133,337
—
(101)
133,236
41,409
341
19
41,769
3,153,648
$
33,453
1,199
25
34,677
2,226,728
68
The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and provided
emergency economic relief to individuals and businesses impacted by the novel coronavirus (“COVID-19”) pandemic. The CARES
Act authorized the SBA to temporarily guarantee loans under a new 7(a) loan program called the PPP. As a qualified SBA lender, the
Company was automatically authorized to originate PPP loans.
An eligible business could apply for a PPP loan up to the lesser of: (1) 2.5 times its average monthly “payroll costs”; or (2) $10.0
million. PPP loans have: (a) an interest rate of 1.0%, (b) a two or five-year loan term to maturity; and (c) principal and interest
payments deferred until the SBA remits the forgiven amount to the Company or 10 months from the end of the covered period, as
defined. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s
PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee
and compensation levels of the business are maintained and 60% of the loan proceeds are used for payroll expense, with the remaining
40% of the loan proceeds used for other qualifying expenses.
Directors and officers of the Company and their associates are customers of, and have other transactions with, the Company in the
normal course of business. All loans and commitments included in such transactions were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve
more than normal risk of collection or present other unfavorable features.
Asset Quality
The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection
and response to delinquent and default situations. The Company seeks to make arrangements to resolve any delinquent or default
situation over the shortest possible time frame. As a general rule, loans more than 90 days past due with respect to principal or interest
are classified as non-accrual loans. The Company may use discretion regarding other loans over 90 days past due if the loan is well
secured and/or in process of collection.
The following tables set forth information regarding non-performing loans disaggregated by loan category:
December 31, 2020
.
Residential
Mortgages
Commercial
Mortgages
Home
Equity
(dollars in thousands)
Commercial
&
Industrial
Non-performing loans:
Non-accrual loans
Loans past due >90 days, but still accruing
Troubled debt restructurings
Total
$
$
3,695
—
689
4,384
$
$
3,917
—
—
3,917
$
$
— $
—
—
— $
132
407
122
661
December 31, 2019
Residential
Mortgages
Commercial
Mortgages
Home
Equity
(dollars in thousands)
Commercial
&
Industrial
Non-performing loans:
Non-accrual loans
Loans past due >90 days, but still accruing
Troubled debt restructurings
Total
$
$
1,298
527
99
1,924
$
$
2,800
486
—
3,286
$
$
12
—
—
12
$
$
50
251
128
429
Total
7,744
407
811
8,962
Total
4,160
1,264
227
5,651
$
$
$
$
It is the Company’s policy to reverse any accrued interest when a loan is put on non-accrual status; as such the Company did not
record any interest income on non-accrual loans during the years ended December 31, 2020 and 2019.
Troubled Debt Restructurings (“TDRs”)
Loans are considered restructured in a troubled debt restructuring when the Company has granted concessions to a borrower due to the
borrower’s financial condition that it otherwise would not have considered. These concessions may include modifications of the terms
of the debt such as deferral of payments, extension of maturity, reduction of principal balance, reduction of the stated interest rate
other than normal market rate adjustments, or a combination of these concessions. Debt may be bifurcated with separate terms for
each tranche of the restructured debt. Restructuring a loan in lieu of aggressively enforcing the collection of the loan may benefit the
Company by increasing the ultimate probability of collection.
69
Restructured loans are classified as accruing or non-accruing based on management’s assessment of the collectability of the loan.
Loans which are already on non-accrual status at the time of the restructuring generally remain on non-accrual status for
approximately six months or longer before management considers such loans for return to accruing status. Accruing restructured loans
are placed into non-accrual status if and when the borrower fails to comply with the restructured terms and management deems it
unlikely that the borrower will return to a status of compliance in the near term. TDRs are individually evaluated for credit losses.
There was one new TDR during the year ended December 31, 2020. At December 31, 2020, four loans were determined to be TDRs
with a total carrying value of $811,000. There were no TDR defaults during the year ended December 31, 2020.
As of December 31, 2019 three loans were determined to be TDRs with a total carrying value of $227,000. There were no TDR
defaults during the year ended December 31, 2019.
The allowance for credit losses includes a specific reserve for these TDRs of approximately $90,000 as of December 31, 2020. The
allowance for loan losses included a specific reserve for these TDRs of approximately $87,000 as of December 31, 2019.
As of December 31, 2020 and 2019, there were no significant commitments to lend additional funds to borrowers whose loans were
restructured.
Pursuant to Section 4013 of the CARES Act, financial institutions can suspend the requirements under U.S. GAAP related to TDRs
for modifications made before December 31, 2020 to loans that were current as of December 31, 2019. On January 3, 2021, the
President signed into law the Consolidated Appropriations Act, 2021 (the “Act”). As a result of the Act, the suspension of TDR
accounting has been extended to the earlier of January 1, 2022, or the date that is 60 days after the date on which the national
emergency concerning the COVID-19 pandemic declared by the President terminates. The requirement that a loan be not more than
30 days past due as of December 31, 2019 is still applicable. In response to the COVID-19 and its economic impact to customers, a
short-term modification program that complies with the CARES Act was implemented to provide temporary payment relief to those
borrowers directly impacted by COVID-19. The deferred payments along with interest accrued during the deferral period are due and
payable on the maturity date. Under recently issued guidance, provided these loans were current as of either year end or the date of the
modification, these loans are not considered TDR loans at December 31, 2020 and will not be reported as past due during the deferral
period. As of December 31, 2020, the Company had $23.1 million of loans in deferral.
Purchased Credit Deteriorated Loans
As part of the Wellesley merger, the Company purchased loans, for which there was, at acquisition, evidence of more than
insignificant deterioration of credit quality since origination. The carrying amount of those loans was $16.9 million at December 31,
2020.
These loans are assessed on a regular basis and subsequent adjustments to the ACL are recorded on the statement of income. On June
1, 2020, the Company acquired PCD loans with a fair value of $18.6 million and total discount of $825,000. In connection with Topic
326, the fair value mark was reduced by $438,000, which represents the ACL amount recorded. The outstanding balance at
December 31, 2020 and related allowance on PCD loans is as follows:
Residential Mortgages
Commercial Mortgages
Home Equity
Commercial & Industrial
Consumer loans
Total
Loan Balance
ACL Balance
(dollars in thousands)
$
$
558
15,114
106
1,128
—
16,906
$
$
10
300
3
37
—
350
70
Loans by Credit Quality Indicator.
Residential:
Current
Non-performing
g
p
Total
Home equity:
Current
Non-performing
Total
Consumer:
Current
Non-performing
g
p
Total
Commercial:
Credit risk profile by internally
assigned grade:
1-6 (Pass)
7 (Special Mention)
8 (Substandard)
9 (Doubtful)
10 (Loss)
Total
Commercial & Industrial:
Credit risk profile by internally
assigned grade:
1-6 (Pass)
7 (Special Mention)
8 (Substandard)
9 (Doubtful)
10 (Loss)
Total
Credit Quality Indicator - by Origination Year as of December 31, 2020
2020
2019
2018
2017
2016
Prior
(in thousands)
Revolving
loans
amortized
cost basis
Total
$ 398,267
—
398,267
$ 221,019
—
221,019
$ 158,962
782
159,744
$ 144,256
58
144,314
$ 106,360
1,454
107,814
$ 265,620
2,090
267,710
$
— $1,294,484
—
4,384
— 1,298,868
$
$
2,131
—
2,131
$ 16,192
—
$ 16,192
$
$
$
$
6,024
—
6,024
5,819
—
5,819
$
$
$
$
7,997
—
7,997
3,652
—
3,652
$
$
$
$
6,976
—
6,976
2,643
—
2,643
$
$
$
$
2,119
—
2,119
4,879
—
4,879
$
$
$
$
5,191
—
5,191
$ 75,756
—
$ 75,756
$ 106,194
—
$ 106,194
8,032
—
8,032
$
$
552
—
552
$
$
41,769
—
41,769
Credit Quality Indicator - by Origination Year as of December 31, 2020
2020
2019
2018
2017
2016
Prior
(in thousands)
Revolving
loans
amortized
cost basis
Revolving
loans
converted
to term
Total
$282,870 $396,026 $197,473 $106,489 $126,537
85
215
—
—
$282,870 $397,043 $210,918 $107,759 $126,837
13,445
—
—
—
1,270
—
—
—
872
145
—
—
—
—
—
—
$221,257 $
8,304
3,300
674
—
$233,535 $
— $
—
—
—
—
— $
— $1,330,652
23,976
—
3,660
—
674
—
—
—
— $1,358,962
$210,356 $ 51,424 $ 37,286 $ 23,700 $
534
1,333
—
—
3,407
1,116
—
—
3,725
544
—
—
420
—
—
—
$212,223 $ 55,947 $ 41,555 $ 24,120 $
2,920
180
1,907
—
—
5,007
$
$
7,373 $
1,001
203
—
—
8,577 $
416 $
10
—
—
—
426 $
— $ 333,475
9,277
—
5,103
—
—
—
—
—
— $ 347,855
71
Residential
Mortgages
December 31, 2019
Home
Equity
(dollars in thousands)
Consumer
Credit risk profile based on payment activity:
y
p y
p
Performing
Non-performing
g
p
Total
$
$
915,642
1,924
917,566
Credit risk profile by internally assigned grade:
y
g
g
y
p
1-6 (Pass)
7 (Special Mention)
p
8 (Substandard)
9 (Doubtful)
10 (Loss)
Total
$
$
$
$
80,663
12
80,675
Commercial
Mortgages
1,050,037
7,360
3,177
—
—
1,060,574
$
$
$
$
34,677
—
34,677
Commercial &
Industrial
123,900
4,289
5,047
—
—
133,236
With respect to residential real estate mortgages, home equity, and consumer loans, the Bank utilizes the following categories as
indicators of credit quality:
•
•
Performing – These loans are accruing and are considered having low to moderate risk.
Non-performing – These loans are on non-accrual or are past due more than 90 days but are still accruing or are
restructured. These loans may contain greater than average risk.
With respect to commercial real estate mortgages and commercial loans, the Bank utilizes a 10-grade internal loan rating system as an
indicator of credit quality. The grades are as follows:
•
•
•
•
•
Loans rated 1-6 (Pass) – These loans are considered “pass” rated with low to moderate risk.
Loans rated 7 (Special Mention) – These loans have potential weaknesses warranting close attention, which, if left
uncorrected, may result in deterioration of the credit at some future date.
Loans rated 8 (Substandard) – These loans have well-defined weaknesses that jeopardize the orderly liquidation of the
debt under the original loan terms. Loss potential exists but is not identifiable in any one customer.
Loans rated 9 (Doubtful) – These loans have pronounced weaknesses that make full collection highly questionable and
improbable.
Loans rated 10 (Loss) – These loans are considered uncollectible and continuance as a bankable asset is not warranted.
Delinquencies
The past due status of a loan is determined in accordance with its contractual repayment terms. All loan types are reported past due
when one scheduled payment is due and unpaid for 30 days or more. Loan delinquencies can be attributed to many factors, such as but
not limited to, a continuing weakness in, or deteriorating, economic conditions in the region in which the collateral is located, the loss
of a tenant or lower lease rates for commercial borrowers, or the loss of income for consumers and the resulting liquidity impacts on
the borrowers.
72
The following tables contain period-end balances of loans receivable disaggregated by past due status:
30-59 Days
60-89 Days
December 31, 2020
90 Days or
greater
(dollars in thousands)
Total Past
Due
Current
Loans
Total
Amortized Cost
90+ Days and
Accruing
Residential Mortgages
Commercial Mortgages
g g
Home Equity
Commercial & Industrial
Consumer loans
Total
$
$
12,647
1,080
843
276
3,120
17,966
$
$
2,450
—
353
1,917
—
4,720
$
$
2,335
674
—
409
—
3,418
$
$
17,432
1,754
1,196
2,602
3,120
26,104
$
$
1,281,436
1,357,208
104,998
345,253
38,649
3,127,544
$ 1,298,868
1,358,962
106,194
347,855
41,769
$ 3,153,648
$
$
—
—
—
407
—
407
December 31, 2019
30-59 Days
Past Due
60-89 Days
Past Due
90 Days
or Greater
Total
Past Due
(dollars in thousands)
$
$
Current
Loans
Total
Amortized
Cost 90+ Days
and Accruing
Residential Mortgages
Commercial Mortgages
Home Equity
Commercial & Industrial
Consumer loans
Total
$
$
8,710
811
57
272
4
9,854
$
$
1,089
—
12
226
5
1,332
$
$
1,047
3,161
—
251
—
4,459
$
10,846
3,972
69
749
9
15,645
906,720
1,056,602
80,606
132,487
34,668
$ 2,211,083
$
917,566
1,060,574
80,675
133,236
34,677
$ 2,226,728
$
$
527
486
—
251
—
1,264
There were no significant commitments to lend additional funds to borrowers whose loans were on non-accrual status at December 31,
2020.
73
Allowance for Credit Losses
The following tables contain changes in the allowance for credit losses disaggregated by loan category:
Residential
Mortgages
Commercial
Mortgages
For the Year Ended December 31, 2020
Commercial
&
Industrial
(dollars in thousands)
Home
Equity
Consumer
Unfunded
Commitments
Total
Allowance for credit loss:
Allowance for credit losses - loan portfolio:
Balance at December 31, 2019
Adoption of ASC 326
Provision for acquired loans
Initial allowance for PCD
Charge-offs
Recoveries
Provision for (Release of)-loan portfolio
Allowance for credit losses - loan
portfolio
Allowance for credit losses - unfunded
commitments:
$
$
5,141
2,061
2,880
35
—
—
2,950
$ 10,905
(1,447)
3,625
382
(264)
—
5,363
$
461
(205)
188
—
—
—
108
$
1,475
(492)
1,577
20
(400)
250
879
$
198
288
12
—
(40)
15
51
— $18,180
—
205
— 8,282
437
—
(704)
—
—
265
— 9,351
$ 13,067
$ 18,564
$
552
$
3,309
$
524
$
— $36,016
Balance at December 31, 2019
Adoption of ASC 326
Acquired loan commitments
Provision for - unfunded commitments
$
— $
—
—
—
— $
—
—
—
— $
—
—
—
— $
—
—
—
— $
—
—
—
50 $
276
356
322
50
276
356
322
Allowance for credit losses-unfunded
commitments
Total allowance for credit loss
—
$ 13,067
—
$ 18,564
$
—
552
$
—
3,309
$
—
524
$
1,004
1,004
1,004 $37,020
Allowance for loan losses:
Balance at December 31, 2018
Charge-offs
Recoveries
Provision for (Release of)
Balance at December 31, 2019
Allowance for loan losses:
Balance at December 31, 2017
Charge-offs
Recoveries
Provision for (Release of)
Balance at December 31, 2018
Residential
Mortgages
Commercial
Mortgages
$
$
4,946
—
—
195
5,141
$
9,626
(1,270)
—
2,549
$ 10,905
Residential
Mortgages
Commercial
Mortgages
$
$
5,047
—
—
(101)
4,946
$
$
8,289
—
—
1,337
9,626
$
$
$
$
For the Year Ended December 31, 2019
Commercial &
Home
Industrial
Equity
(dollars in thousands)
Consumer
Impaired
Total
517
—
—
(56)
461
$
$
1,415
(338)
53
258
1,388
$
$
264
(48)
11
(29)
198
$
$
— $ 16,768
(1,656)
—
64
—
3,004
87
$ 18,180
87
For the Year Ended December 31, 2018
Commercial &
Home
Industrial
Equity
(dollars in thousands)
Consumer
Impaired
Total
630
—
—
(113)
517
$
$
946
(73)
48
494
1,415
$
$
315
(36)
7
(22)
264
$
$
$ 15,320
93
(109)
—
55
—
(93)
1,502
— $ 16,768
74
The following tables contain period-end balances of the allowance for loan losses and related loans receivable disaggregated by
impairment method:
Allowance for loan losses
Residential
Mortgages
Commercial
Mortgages
Individually evaluated for impairment
Collectively evaluated for impairment
y
p
Total
Loans receivable
$
$
— $
— $
5,141
5,141
$
10,905
10,905
Individually evaluated for impairment
Collectively evaluated for impairment
y
p
Total
$
764
916,802
$ 917,566
$
3,161
1,057,413
$1,060,574
December 31, 2019
Home
Equity
Commercial &
Industrial
(dollars in thousands)
— $
461
461
$
87
1,388
1,475
92
80,583
80,675
$
$
128
133,108
133,236
Consumer
Total
$
$
$
$
— $
198
198
$
87
18,093
18,180
— $
4,145
2,222,583
$2,226,728
34,677
34,677
$
$
$
The following is information pertaining to impaired loans:
Carrying
Value
Average
Carrying
Value
For the Year Ended December 31, 2019
Unpaid
Principal
Balance
(dollars in thousands)
Related Allowance
Interest
Income
Recognized
With no required reserve recorded:
q
Commercial mortgage
Residential mortgage
g g
Home equity
Total
With required reserve recorded:
Commercial and industrial
Total
Total:
Commercial and industrial
Commercial mortgage
g g
Residential mortgage
Home equity
y
q
Total
$
$
3,161
765
93
4,019
128
128
128
3,161
765
93
4,147
$
$
1,385
691
96
2,172
59
59
59
1,385
691
96
2,231
$
$
4,376
940
133
5,449
167
167
167
4,376
940
133
5,616
$
$
— $
—
—
—
87
87
87
—
—
—
87
$
35
5
1
41
—
—
—
35
5
1
41
8.
FEDERAL HOME LOAN BANK OF BOSTON STOCK
As a voluntary member of the FHLB of Boston, the Bank is required to invest in stock of the FHLB of Boston (which is considered a
restricted equity security) in an amount based upon its outstanding advances from the FHLB of Boston. At December 31, 2020 and
2019, the Bank’s investment in FHLB of Boston stock totaled $5.7 million and $7.9 million, respectively. No market exists for shares
of this stock. The Bank’s cost for FHLB of Boston stock is equal to its par value. Upon redemption of the stock, which is at the
discretion of the FHLB of Boston, the Bank would receive an amount equal to the par value of the stock. At its discretion, the FHLB
of Boston may also declare dividends on its stock.
The Bank’s investment in FHLB of Boston stock is reviewed for impairment at each reporting date based on the ultimate
recoverability of the cost basis of the stock. As of December 31, 2020 and 2019, no impairment has been recognized.
75
9.
BANKING PREMISES AND EQUIPMENT
A summary of the cost and accumulated depreciation and amortization of property, leasehold improvements, and equipment is
presented below:
Land
Building and leasehold improvements
Equipment, including vaults
Work in process
Subtotal
Accumulated depreciation and amortization
Total
December 31,
2020
2019
(dollars in thousands)
Estimated
Useful Lives
$
$
1,516
20,017
17,097
138
38,768
(20,610)
18,158
$
$
1,116
17,817
13,686
550
33,169
(18,413)
14,756
3-30 years
3-20 years
Total depreciation expense for the years ended December 31, 2020, 2019, and 2018 amounted to $2.5 million, $2.0 million and $1.9
million, respectively, and is included in occupancy and equipment expenses in the accompanying consolidated statements of income.
10. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill. At December 31, 2020 and 2019, the carrying value of goodwill, which is included in other assets, totaled $51.9 million
and $31.2 million, respectively. Goodwill is tested for impairment, based on its fair value, at least annually. As of December 31, 2020
and 2019, no goodwill impairment has been recognized.
Core deposit intangibles. The Company recorded an asset for the CDI of $3.6 million related to the Optima merger. Amortization of
CDI assets totaled $361,000 and $271,000 for the years ended December 31, 2020 and 2019, respectively. At December 31, 2020 and
2019, the carrying value of CDI assets totaled $3.0 million and $3.3 million, respectively. The weighted-average remaining
amortization period for CDI was 8.3 years at December 31, 2020.
Mortgage servicing rights. Periodically, the Company sells certain residential mortgage loans to the secondary market. Generally,
these loans are sold without recourse or other credit enhancements.
The Company sells loans and either releases or retains the servicing rights. For loans sold with servicing rights retained, the Company
provides the servicing for the loans on a per-loan fee basis. Mortgage loans sold and servicing rights retained during the years ended
December 31, 2020, 2019, and 2018 were $60.5 million, $82.9 million, and $1.6 million, respectively.
76
An analysis of mortgage servicing rights, which are included in other assets, follows:
Balance at December 31, 2017
Mortgage servicing rights capitalized
Amortization charged against servicing income
Change in impairment reserve
Balance at December 31, 2018
Mortgage servicing rights acquired as a result of the merger
Mortgage servicing rights capitalized
Amortization charged against servicing income
Change in impairment reserve
Balance at December 31, 2019
Mortgage servicing rights acquired as a result of the merger
Mortgage servicing rights capitalized
Amortization charged against servicing income
Change in impairment reserve
Balance at December 31, 2020
Mortgage
Servicing
Rights
Valuation
Allowance
(dollars in thousands)
Total
$
$
$
$
$
$
823
20
(147)
(30)
666
666
334
618
(271)
—
1,347
1,347
50
536
(572)
—
1,361
$
$
$
$
$
$
(30) $
—
—
30
— $
— $
—
—
—
(26)
(26) $
(26) $
—
—
—
(116)
(142) $
793
20
(147)
—
666
666
334
618
(271)
(26)
1,321
1,321
50
536
(572)
(116)
1,219
The fair value of the Company’s mortgage servicing rights portfolio was $1.2 million and $1.5 million as of December 31, 2020 and
2019, respectively. The fair value of mortgage servicing rights is estimated based on the present value of expected cash flows,
incorporating assumptions for discount rate, prepayment speed, and servicing cost.
The weighted-average amortization period for mortgage servicing rights portfolio was 3.3 years and 5.2 years at December 31, 2020
and 2019, respectively.
The estimated aggregate future amortization expense for mortgage servicing rights for each of the next five years and thereafter is as
follows:
2021
2022
2023
2024
2025
Thereafter
Total
$
$
Future Amortization Expense
(dollars in thousands)
370
281
205
147
82
134
1,219
77
11. DEPOSITS
Deposits are summarized as follows:
Demand deposits (non-interest bearing)
Interest bearing checking
Money market
Savings
Retail certificates of deposit under $250,000
Retail certificates of deposit $250,000 or greater
Wholesale certificates of deposit
Total deposits
p
Certificates of deposit had the following schedule of maturities:
2020
2021
2022
2023
2024
2025
Total certificates of deposit
p
Related Party Deposits
December 31, 2020
December 31, 2019
(dollars in thousands)
$
$
1,006,132
625,650
532,218
984,262
127,202
96,831
30,788
3,403,083
$
$
630,593
450,098
181,406
914,499
113,940
61,258
7,084
2,358,878
December 31, 2020
December 31, 2019
$
$
(dollars in thousands)
— $
215,206
23,006
11,997
2,156
2,456
254,821
$
140,938
30,240
6,426
3,071
1,607
—
182,282
Deposit accounts of directors, executive officers, and their respective affiliates totaled $7.7 million and $7.2 million as of
December 31, 2020 and 2019, respectively.
12. BORROWINGS
Federal Home Loan Bank Advances
At December 31, 2020 and 2019, the Company had $15.0 million and $135.7 million of short-term advances outstanding from the
FHLB of Boston, with a weighted average rate of 2.14% and 2.31%, respectively.
Information relating to long-term borrowings from the FHLB of Boston is presented below:
2022
2023*
December 31, 2020
Amount
Rate
(dollars in thousands)
$
$
595
17,240
17,835
1.84 %
3.61
3.55 %
*Includes a $15 million advance with an interest rate of 3.80%, that is callable by the FHLB of Boston on January 27, 2021.
There were no long-term borrowings outstanding at December 31, 2019.
Federal Reserve Bank PPP Loan Facility (“PPPLF”) Advances
During the year ended December 31, 2020, in order to fund a portion of the Company’s PPP loan originations, the Company borrowed
$85.4 million from the Federal Reserve Bank’s PPPLF, which carried a rate of 0.35% fixed for the term of the corresponding PPP
loan. The Company pledged eligible PPP loans as collateral for the borrowings. At December 31, 2020, all of the Company’s
borrowings under the PPPLF were repaid.
Subordinated Debt
78
In the fourth quarter of 2020, the Company redeemed $10.0 million in subordinated debt, bearing a 6.0% coupon, which was assumed
as part of the Wellesley merger.
Unused Borrowing Capacity with the FHLB of Boston and FRB Boston
All short- and long-term borrowings with the FHLB of Boston are secured by the Company’s stock in the FHLB of Boston and a
blanket lien on “qualified collateral” defined principally as 95% of the market value of certain U.S. Government and GSE obligations
and 75% of the carrying value of certain residential mortgage loans. Based upon collateral pledged, the Bank’s unused borrowing
capacity with the FHLB of Boston at December 31, 2020 was approximately $672.0 million.
The Company also has a line of credit with the FRB Boston. At December 31, 2020 and 2019, the Company had pledged commercial
real estate and commercial & industrial loans with aggregate principal balances of approximately $734.3 million and $316.4 million,
respectively, as collateral for this line of credit. Based upon the collateral pledged, the Company’s unused borrowing capacity with the
FRB Boston at December 31, 2020 and 2019 was approximately $562.4 million and $134.9 million, respectively.
13.
INCOME TAXES
The components of income tax expense were as follows:
Current tax expense
Federal
State
Federal
State
Total income tax expense
p
2020
For the Year Ended December 31,
2019
(dollars in thousands)
2018
$
$
7,877
4,192
12,069
(250)
(415)
(665)
11,404
$
$
5,954
2,597
8,551
(63)
173
110
8,661
$
$
5,524
2,404
7,928
(490)
(231)
(721)
7,207
The following is a reconciliation of the total income tax expense, calculated at statutory federal income tax rates, to the income tax
provision in the consolidated statements of income:
Income tax expense at statutory rates
Increase/(decrease) resulting from:
State tax, net of federal tax benefit
Tax-exempt income
ESOP dividends
Bank owned life insurance
Compensation limited under 162(m)
Benefit from stock compensation
Non-deductible acquisition Costs
Impact of CARES Act
Other
Total income tax expense
p
2020
Dollars
Rate
For the Year Ended December 31,
2019
Dollars
(dollars in thousands)
Rate
2018
Dollars
Rate
$
9,106
21.0 % $
7,123
21.0 % $
6,528
21.0 %
2,984
(694)
(125)
(157)
511
—
186
(539)
132
$ 11,404
6.9
(1.6)
(0.3)
(0.4)
1.2
—
0.4
(1.2)
0.3
26.3 % $
2,188
(599)
(124)
(129)
—
(150)
236
—
116
8,661
6.5
(1.8)
(0.4)
(0.4)
—
(0.4)
0.7
—
0.3
25.5 % $
1,717
(580)
(127)
(140)
—
(168)
—
—
(23)
7,207
5.5
(1.9)
(0.4)
(0.5)
—
(0.5)
—
—
(0.1)
23.2 %
The Coronavirus Aid, Relief, and Economic Security (the “CARES Act”) was signed into law on March 27, 2020, to help stimulate
the United States economy. One of the business tax provisions of the CARES Act included allowing net operating losses (“NOL”)
generated by the Company in tax years 2018 and 2019 to be carried back up to five years at the tax rates in effect during those periods,
rather than carried forward at current federal tax rates of 21%. The effect of the Act allowed the Company to recognize lower tax
79
expense associated with NOL carryforwards from 2018 and 2019 (as a result of the Optima merger) and resulted in a benefit of
$539,000.
The Company’s 2020 and 2019 net deferred tax assets were measured using a 27.92% and 27.86% tax rate, respectively, and consisted
of the following components:
Gross deferred tax assets
Allowance for credit losses
Accrued retirement benefits
Unrealized losses on available for sale securities
Incentive compensation
Equity based compensation
Lease liability
ESOP dividends
Loss carryforwards as a result of the Optima merger
Intangibles / Fair value marks (merger related)
Other
Total gross deferred tax assets
Gross deferred tax liabilities
Deferred loan origination costs
Unrealized gains on available for sale securities
Depreciation of premises and equipment
Right of use asset
Mortgage servicing rights
Goodwill
Derivative transactions
Total gross deferred tax liabilities
Net deferred tax asset
December 31, 2020
December 31, 2019
(dollars in thousands)
$
$
10,336
1,576
—
1,591
1,343
10,455
166
21
1,971
205
27,664
(1,434)
(641)
(1,816)
(9,751)
(340)
(115)
(1,928)
(16,025)
11,639
$
$
5,029
1,592
171
1,248
1,034
9,765
165
877
472
252
20,605
(911)
—
(1,021)
(9,356)
(368)
(113)
(607)
(12,376)
8,229
It is management’s belief that it is more likely than not that the reversal of deferred tax liabilities and results of future operations will
generate sufficient taxable income to realize the deferred tax assets. Therefore, no valuation allowance was required at either
December 31, 2020 and 2019 for the deferred tax assets. It should be noted, however, that factors beyond management’s control, such
as the general state of the economy and real estate values, can affect future levels of taxable income and that no assurance can be
given that sufficient taxable income will be generated in future periods to fully absorb deductible temporary differences.
At December 31, 2020 and 2019, the Company had no unrecognized tax benefits or any uncertain tax positions. The Company does
not expect the total amount of unrecognized tax benefits to significantly increase in the next 12 months.
The Company’s federal income tax returns are open and subject to examination from the 2017 tax return year and forward. The
Company’s state income tax returns are open from the 2017 and later tax return years based on individual states’ statute of limitations.
14. PENSION AND RETIREMENT PLANS
The Company has a noncontributory, defined benefit pension plan (“Pension Plan”) covering substantially all employees hired before
May 2, 2011. Employees in positions requiring at least 1,000 hours of service per year were eligible to participate upon the attainment
of age 21 and the completion of 12 months of service. Benefits are based primarily on years of service and the employee’s average
monthly pay during the five highest consecutive plan years of the employee’s final ten years. On October 23, 2017, the Company
announced its decision to freeze the accrual of benefits within the Pension Plan, effective December 31, 2017. The Company also
provides supplemental retirement benefits to certain current and former executive officers of the Company under the terms of
Supplemental Executive Retirement Agreements (“Supplemental Retirement Plan”). Prior to 2016, the Company provided individual
non-qualified defined benefit supplemental executive retirement plans (“DB SERPs”) to certain executives. The DB SERPs generally
provide for an annual benefit payable in equal monthly installments following the executive’s retirement and continuing for at least
the remainder of his or her lifetime, with such annual benefit generally based on the executive’s years of service and his or her highest
three consecutive years of base salary and bonus. In 2016, the Company’s Board discontinued the use of DB SERPs for new entrants
to the Company’s non-qualified retirement programs. Instead, new entrants are provided with individual non-qualified defined
80
contribution supplemental executive retirement plans (“DC SERPs”). Under the DC SERPs, the Company may contribute an amount
equal to 10% of the executive’s base salary and bonus to his or her account under the Company’s non-qualified deferred compensation
plan, the Executive Deferred Compensation Plan. The Company also offers postretirement health care benefits for current and future
retirees of the Bank. Certain employees receive a fixed monthly benefit at age 65 toward the purchase of postretirement medical
coverage. The benefit received is based on the employee’s years of active service. Effective November 7, 2019, the postretirement
health care plan was frozen for employees hired after that date. The Company uses a December 31st measurement date each year to
determine the benefit obligations for these plans.
t
Projected benefit obligations and funded status were as follows:
Change in projected benefit obligation
Obligation at beginning of year
Service cost
Interest cost
Actuarial loss
Benefits paid
Obligation at end of year
Change in plan assets
Fair value at beginning of year
Actual return on plan assets
Employer contribution
Benefits paid
Fair value at end of year
Funded status at end of year
y
Pension Plan
2020
Supplemental
Retirement Plan
2019
2020
(dollars in thousands)
2019
$
$
45,401
—
1,438
4,827
(1,549)
50,117
50,131
7,220
—
(1,549)
55,802
5,685
$
$
40,522
—
1,680
4,670
(1,471)
45,401
42,648
8,954
—
(1,471)
50,131
4,730
$
$
$
9,622
355
283
840
(595)
10,505
—
—
595
(595)
—
(10,505) $
8,830
283
349
770
(610)
9,622
—
—
610
(610)
—
(9,622)
The discount rate used to calculate the benefit obligation for the 2020 fiscal year was 2.46%, as compared to 3.22%, for the 2019
fiscal year. This discount rate decrease was the primary source of the increase in the benefit obligation during the year.
Accumulated benefit obligation
g
Amounts recognized in the consolidated balance sheets consisted of:
Pension Plan
Supplemental
Retirement Plan
2020
2019
2020
2019
50,117
(dollars in thousands)
45,401
9,909
9,207
Pension Plan
2020
Supplemental
Retirement Plan
2019
2020
(dollars in thousands)
2019
Other assets/(liabilities)
$
5,685
$
4,730
$
(10,505) $
(9,622)
Amounts recognized in accumulated other comprehensive income (loss) consisted of:
Net actuarial loss
Prior service credit
Total
Pension Plan
Supplemental
Retirement Plan
2020
2019
2020
2019
$
$
4,517
(3)
4,514
$
$
(dollars in thousands)
3,709
(7)
3,702
$
$
1,959
—
1,959
$
$
1,128
—
1,128
81
The components of net periodic benefit cost and amounts recognized in other comprehensive income were as follows:
Net periodic benefit cost
Service cost
Interest cost
Expected return on assets
Amortization of prior service credit
Amortization of net actuarial loss
Net periodic benefit cost
Amounts recognized in other comprehensive income
Net actuarial loss/(gain)
Amortization of prior service credit
Amortization of net actuarial loss
Total recognized in other comprehensive income
Total recognized in net periodic benefit cost and other
comprehensive income
p
Pension Plan
2020
Supplemental
Retirement Plan
2019
2020
(dollars in thousands)
2019
$
— $
— $
1,438
(3,201)
(4)
—
(1,767)
807
4
—
811
1,680
(2,721)
(4)
154
(891)
(1,563)
4
(154)
(1,713)
$
355
283
—
—
8
646
840
—
(8)
832
283
349
—
—
—
632
770
—
770
$
(956) $
(2,604) $
1,478
$
1,402
Weighted-average assumptions used to determine projected benefit obligations are as follows:
Discount rate
Rate of compensation increase
p
Pension Plan
Supplemental
Retirement Plan
2020
2019
2020
2019
2.45%
N/A
3.22%
N/A
2.21%
4.00%
3.04%
4.00%
Weighted-average assumptions used to determine net periodic benefit cost are as follows:
Discount rate
Expected long-term return on plan assets
Rate of compensation increase
Pension Plan
Supplemental
Retirement Plan
2020
2019
2020
2019
3.22%
6.50%
N/A
4.23%
6.50%
N/A
3.04%
N/A
4.00%
4.10%
N/A
4.00%
To develop the expected long-term rate of return on assets assumption for the Pension Plan, the Company considered the historical
returns and the future expectations for returns for each asset class, as well as target asset allocations of the pension portfolio.
The Company maintains an Investment Policy for its Pension Plan. The objective of this policy is to seek a balance between capital
appreciation, current income, and preservation of capital, with a longer-term weighting towards equities because of the extended time
horizon of the Pension Plan.
The Investmentt Policy guidelines suggest t thatt the target t assett allocation percentages are from 30% to 60% in domestic large cap
equities, from 5% to 20% in domestic small/mid cap equities, from 0% to 20% in international equities, and from 20% to 60% in cash
equities, from 5% to 20% in domestic small/mid cap equities, from 0% to 20% in international equities, and from 20% to 60% in cash
and fixed income.
The Company’s Pension Plan weighted-average asset allocations by asset category were as follows:
Equity securities
Debt securities
Other
Cash and equivalents
Total
December 31,
2020
2019
42%
46
9
3
100%
53%
36
3
8
100%
82
The three broad levels of fair values used to measure the Pension Plan assets are as follows:
•
•
•
Level 1 – Quoted prices for identical assets in active markets.
Level 2 – Quoted prices for similar assets in active markets; quoted prices for identical or similar assets in inactive
markets; and model-derived valuations in which all significant inputs and significant value drivers are observable in active
markets.
Level 3 – Valuations derived from techniques in which one or more significant inputs or significant value drivers are
unobservable in the markets and which reflect the Company’s market assumptions.
The following table summarizes the various categories of the Pension Plan’s assets:
Asset category
Cash and cash equivalents
Fixed income
Equity securities
Common stock
Large cap core
Small cap core
Mutual funds
Domestic equity
International
Domestic fixed income
Total
Asset category
Cash and cash equivalents
Fixed income
Equity securities
Common stock
Large cap core
Small cap core
Mutual funds
Domestic equity
International
Domestic fixed income
Total
Fair Value as of December 31, 2020
Level 1
Level 2
Level 3
Total
(dollars in thousands)
$
1,527
—
— $
14,402
— $
—
1,527
14,402
12,604
1,767
9,306
4,868
11,328
41,400
—
—
—
—
—
14,402
$
$
—
—
—
—
—
— $
12,604
1,767
9,306
4,868
11,328
55,802
Fair Value as of December 31, 2019
Level 1
Level 2
Level 3
Total
(dollars in thousands)
$
4,834
—
— $
7,197
— $
—
4,834
7,197
17,180
2,627
3,931
3,650
10,712
42,934
$
—
—
—
—
—
7,197
$
—
—
—
—
—
— $
17,180
2,627
3,931
3,650
10,712
50,131
$
$
$
$
83
There were no transfers between fair value levels during the years ended December 31, 2020 and 2019.
The Company offers postretirement health care benefits for current and future retirees of the Bank. Employees receive a fixed monthly
benefit at age 65 toward the purchase of postretirement medical coverage. The benefit received is based on the employee’s years of
active service. The Company uses a December 31 measurement date each year to determine the benefit obligation for this plan. On
November 7, 2019, the Company announced its decision to freeze the accrual of benefits to new hires within the plan.
Projected benefit obligations and funded status were as follows:
Change in projected benefit obligation
Obligation at beginning of year
Service cost
Interest cost
Actuarial loss
Benefits paid
Obligation at end of year
Change in plan assets
Fair value at beginning of year
Employer contribution
Benefits paid
Fair value at end of year
Funded status at end of year
y
Accumulated benefit obligation
g
Amounts recognized in the consolidated balance sheets consisted of:
Other liabilities
Amounts recognized in accumulated other comprehensive loss consisted of:
Net actuarial (gain)/loss
g
Postretirement
Healthcare Plan
2020
2019
(dollars in thousands)
$
$
689
30
21
51
(30)
761
—
30
(30)
—
$
(761) $
598
25
25
76
(35)
689
—
35
(35)
—
(689)
Postretirement
Healthcare Plan
2020
2019
(dollars in thousands)
761
689
Postretirement
Healthcare Plan
2020
2019
(dollars in thousands)
(761)
$
(689)
Postretirement
Healthcare Plan
2020
2019
(dollars in thousands)
18
$
(34)
$
$
84
The components of net periodic benefit cost and amounts recognized in other comprehensive income were as follows:
Net periodic benefit cost
Service cost
Interest cost
Amortization of net actuarial gain
Net periodic benefit cost
Amounts recognized in other comprehensive income/(loss)
Net actuarial (gain) loss
Amortization of net actuarial loss
Total recognized in other comprehensive income
Total recognized in net periodic benefit cost and
other comprehensive income
p
Postretirement
Healthcare Plan
2020
2019
(dollars in thousands)
$
$
$
30
21
—
51
51
—
51
25
25
(3)
47
76
3
79
102
$
126
Weighted-average assumptions used to determine the projected benefit obligation are as follows:
Discount rate
Rate of compensation increase
p
Weighted-average assumptions used to determine net periodic benefit cost are as follows:
Discount rate
Expected long-term return on plan assets
Rate of compensation increase
p
Assumed health care cost trend rates are as follows:
Health care cost trend rate assumed for next year
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
Year that the rate reaches the ultimate trend rate
Benefits expected to be paid in the next ten years are as follows:
Postretirement
Healthcare Plan
2020
2019
2.52%
N/A
3.26%
N/A
Postretirement
Healthcare Plan
2020
2019
3.26%
N/A
N/A
Postretirement
Healthcare Plan
2020
2019
4.00%
4.00%
2020
4.22%
N/A
N/A
4.00%
4.00%
2019
Year-ended December 31,,
2021
2022
2023
2024
2025
2026-2030 inclusive
yTen year total
Pension
Plan
Supplemental
Retirement Plan
Postretirement
Healthcare Plan
Total
(dollars in thousands)
$
$
1,829
1,966
2,081
2,156
2,232
12,183
22,447
$
$
594
611
608
604
600
3,238
6,255
$
$
33
33
33
33
33
166
331
$
$
2,456
2,610
2,722
2,793
2,865
15,587
29,033
85
The estimated amounts that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost
during 2021 are as follows:
Prior service credit
Employee Profit Sharing and 401(k) Plan
Pension
Plan
Supplemental
Retirement Plan
Postretirement
Healthcare Plan
Total
$
3
$
(dollars in thousands)
— $
— $
3
The Company maintains a Profit-Sharing Plan (“PSP”) that provides for deferral of federal and state income taxes on employee
contributions allowed under Section 401(k) of federal law. The Company matches employee contributions up to 100% of the first 4%
of each participant’s salary, eligible bonus, and eligible incentive. Employees are eligible to participate in the PSP on the first day of
their initial date of service. Each year, the Company may also make a discretionary contribution to the PSP. Effective in 2019,
employees are eligible to participate in the discretionary contribution portion of the PSP on the first day of their initial date of service.
In 2018, employees were eligible to participate in the discretionary contribution portion of the PSP after completing 12 months of
employment, and 1,000 hours of service. The employee must be employed on the last day of the calendar year or retire at the normal
retirement age of 65 during the calendar year to receive the discretionary contribution.
Employee Stock Ownership Plan
The Company has an Employee Stock Ownership Plan (“ESOP”) for its eligible employees. Employees are eligible to participate upon
the attainment of age 21 and the completion of 12 months of service consisting of at least 1,000 hours. Purchases of the Company’s stock
by the ESOP will be funded by employer contributions or reinvestment of cash dividends.
Total expenses related to the Profit Sharing and ESOP Plans for the years ended December 31, 2020, 2019 and 2018, amounted to
$3.6 million, $2.8 million, and $2.6 million, respectively.
Defined Contribution SERP Plan (“DC SERP”)
For executives participating in the DC SERP plan, the Company made a discretionary contribution of 10% of each executive’s base
salary and bonus to his or her account under the Company’s DC SERP, the Executive Deferred Compensation Plan. Total expenses
related to the Company’s DC SERP for the years ended December 31, 2020, 2019, and 2018, amounted to $209,000, $167,000, and
$209,000, respectively.
15.
SHARE-BASED COMPENSATION
In 2017, the Company adopted the 2017 Equity and Cash Incentive Plan (the “2017 Plan”) and all future awards will be made under
the 2017 Plan. The 2017 plan permits the issuance of restricted stock, restricted stock units (both time and performance-based), stock
options, and stock appreciation rights.
Restricted stock awards time-vest either over a three-year or five-year period and have been fair valued as of the date of grant. The
holders of restricted stock awards participate fully in the rewards of stock ownership of the Company, including voting and dividend
rights. A summary of restricted stock outstanding as of December 31, 2020 and 2019, and changes during the years ended on those
dates, is presented below:
Restricted stock
Non-vested at beginning of year
Granted
Vested
Forfeited
Non-vested at end of year
y
2020
2019
Number
of Shares
Weighted
Average
Grant Value
Number
of Shares
Weighted
Average
Grant Value
36,121
12,790
(13,846)
(3,416)
31,649
$
$
70.25
72.48
66.55
67.50
73.07
41,311
11,330
(14,642)
(1,878)
36,121
$
$
65.10
75.67
60.55
65.33
70.25
86
Performance-based restricted stock units vest based upon the Company’s performance over a three-year period and have been fair
valued as of the date of grant. The holders of performance-based restricted stock units do not participate in the rewards of stock
ownership of the Company until vested. A summary of non-vested performance-based restricted stock units outstanding as of
December 31, 2020 and 2019, and changes during the years ended on those dates, is presented below:
Performance-based restricted stock units
Non-vested at beginning of year
Granted
Vested (Performance achieved)
Forfeited
Non-vested at end of year
y
2020
2019
Number
of Units
Weighted
Average
Grant Value
Number
of Units
Weighted
Average
Grant Value
57,256
36,067
(8,623)
(9,454)
75,246
$
$
72.82
71.36
62.54
70.21
73.41
41,411
28,542
(12,697)
—
57,256
$
$
66.39
73.00
46.00
—
72.82
Time-based restricted stock units vest over a three-year-period and have been fair valued as of the date of the grant. The holders of
time-based restricted stock units do not participate in the rewards of stock ownership of the company until vested. A summary of non-
vested time-based restricted stock units outstanding as of December 31, 2020 and 2019, and changes during the years ended on those
dates, is presented below:
Time-based restricted stock units
Non-vested at beginning of year
Granted
Vested
Forfeited
Non-vested at end of year
y
2020
2019
Number
of Shares
Weighted
Average
Grant Value
Number
of Shares
Weighted
Average
Grant Value
12,658
9,120
(4,958)
(1,852)
14,968
$
$
74.27
74.69
74.62
70.86
74.84
6,777
8,132
(2,251)
—
12,658
$
$
76.56
73.00
76.56
—
74.27
The following table presents the amounts recognized in the Consolidated Statement of Income for restricted stock, time-based
restricted stock units, and performance-based restricted stock units:
Share-based compensation expense
Related income tax benefit
2020
$
$
4,923
1,375
December 31,
2019
(dollars in thousands)
$
$
2,632
733
$
$
2018
2,592
729
The 2017 Plan allows Directors of the Company to receive their annual retainer fee in the form of stock in the Company. Total shares
issued under the 2017 Plan in the years ended December 31, 2020 and 2019 were 8,403 and 4,484, respectively.
16. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
To meet the financing needs of its customers, the Company is a party to financial instruments with off-balance-sheet risk in the normal
course of business. These financial instruments are primarily comprised of commitments to extend credit, commitments to sell
residential real estate mortgage loans, risk participation agreements, and standby letters of credit. Those instruments involve, to
varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan
commitments and standby letters of credit is represented by the contractual amount of those instruments assuming that the amounts are
fully advanced and that collateral or other security is of no value. The Company uses the same credit policies in making commitments
and conditional obligations as it does for on-balance-sheet instruments.
87
Off-balance-sheet financial instruments with contractual amounts that present credit risk included the following:
Financial instruments whose contractual amount
represents credit risk:
Commitments to extend credit:
Unused portion of existing lines of credit
Origination of new loans
Standby letters of credit
Financial instruments whose notional amount exceeds
the amount of credit risk:
Commitments to sell residential mortgage loans
g g
December 31, 2020
December 31, 2019
(dollars in thousands)
$
$
584,520
94,399
9,430
428,020
24,413
9,150
17,644
3,909
Standby letters of credit are conditional commitments issued by the Company to guarantee performance of a customer to a third party.
Those guarantees are primarily issued to support public and private borrowing arrangements. Most guarantees extend for one year.
The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
The collateral supporting those commitments varies and may include real property, accounts receivable, or inventory.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since
some of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future
cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral
obtained upon extension of the credit is based on management’s credit evaluation of the customer. Collateral held varies, but may
include primary residences, accounts receivable, inventory, property, plant and equipment, and income-producing commercial real
estate.
See NOTE 21 - DERIVATIVES AND HEDGING ACTIVITIES for a discussion of the Company’s derivatives and hedging activities.
17. COMMITMENTS AND CONTINGENCIES
Lease Commitments. The Company is obligated under various lease agreements covering its main office, branch offices, and other
locations. These agreements are accounted for as operating leases and their terms expire between 2021 and 2032 and, in some
30 years
instances, contain options to renew for periods up to 30 years.
Effective January 1, 2019, the Company adopted Accounting Standards Update No. 2016-02 - Leases (“ASU 2016-02”) and began
recognizing its operating leases on its consolidated balance sheet by recording a lease liability, representing the Company’s legal
obligation to make lease payments, and a right-of-use (ROU) Asset, representing the Company’s legal right to use the leased office
space and banking centers. The Company, by policy, does not include renewal options for leases as part of its right-of-use assets and
lease liabilities unless they are deemed reasonably certain to exercise. The Company does not have any material sub-lease agreements.
Operating lease expenses are comprised of operating lease costs and variable lease costs, net of sublease income. The pattern and
measurement of expense recognition of these costs were not significantly impacted by ASU 2016-02 and subsequent ASUs issued to
amend this Topic.
Variable lease payments that are not dependent on an index or a rate or changes in variable payments based on an index or rate after
the commencement date are excluded from the measurement of the lease liability, recognized in the period incurred and included
within variable lease costs below.
88
The Company determines whether a contract contains a lease based on whether a contract, or a part of a contract, conveys the right to
control the use of an identified asset for a period of time in exchange for consideration. The discount rate is determined as either the
rate implicit in the lease or, when a rate cannot be readily determined, the Company’s incremental borrowing rate. The incremental
borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term.
The components of operating lease cost and other related information are as follows:
p
Operating lease cost
g
Variable lease cost (Cost excluded from lease payments)
Sublease income
Total operating lease cost
Other Information
Cash paid for amounts included in the measurement of lease liabilities –
operating cash flows for operating leases
Operating Lease - Operating cash flows (Liability reduction)
p
Right-of-use assets obtained in exchange for new operating lease liabilities
Weighted average lease term - operating leases
Weighted average discount rate - operating leases
g
g
g
p
y
p
g
g
$
$
$
For the Year Ended December 31,
2019
2020
(dollars in thousands)
$
$
$
6,691
2
(65)
6,628
6,547
5,430
7,850
6.90 Years
2.98%
5,280
2
(64)
5,218
5,027
3,868
37,728
8.15 Years
3.39%
The total minimum lease payments due in future periods under these agreements in effect at December 31, 2020 and December 31,
2019 were as follows:
December 31, 2020
2021
2022
2023
2024
2025
Thereafter
Total minimum lease payments
Less: interest
Total lease liability
y
December 31, 2019
2020
2021
2022
2023
2024
Thereafter
Total minimum lease payments
Less: interest
Total lease liability
y
p y
Future Minimum
Lease Payments
(dollars in thousands)
Future Minimum
Lease Payments
(dollars in thousands)
7,173
6,789
6,362
5,493
4,517
11,347
41,681
(4,233)
37,448
5,478
5,523
5,371
5,021
4,355
14,553
40,301
(5,247)
35,054
$
$
$
$
Several lease agreements contain clauses calling for escalation of minimum lease payments contingent on increases in real estate
taxes, gross income adjustments, percentage increases in the consumer price index, and certain ancillary maintenance costs. Total
rental expense was $7.0 million, $5.7 million, and $4.7 million for the years ended December 31, 2020, 2019 and 2018, respectively.
During the fourth quarter of 2020, the Company closed its South End branch location and a support office location in Boston. At
December 31, 2020, the Company determined the remaining right-of-use assets for these locations were fully impaired. Impairment
charges of $1.2 million were recorded as noninterest expenses, within nonoperating expenses, in the consolidated statement of income.
89
Change in Control Agreements. The Company has entered into agreements with its Chief Executive Officer and with certain other
senior officers, whereby, following the occurrence of a change in control of the Company, if employment is terminated (except
because of death, retirement, disability, or for “cause” as defined in the agreements) or is voluntarily terminated for “good reason,” as
defined in the agreements, said officers will be entitled to receive additional compensation, as defined in the agreements.
18.
SHAREHOLDERS’ EQUITY
Capital guidelines issued by the Federal Reserve Bank (the “FRB”) and by the FDIC require that the Company and the Bank maintain
minimum capital levels for capital adequacy purposes. These regulations also require banks and their holding companies to maintain
higher capital levels to be considered “well-capitalized.” 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 Company’s
financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, there are specific
capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting practices.
The Capital Rules: (i) include “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets;
(ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (iii)
mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital;
and (iv) 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
and lease losses, in each case, subject to the Capital Rules’ specific requirements.
Pursuant to the Capital Rules, effective January 1, 2015, the minimum capital ratios are as follows:
•
•
•
•
4.5% CET1 to risk-weighted assets;
6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets;
8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and
4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (called “leverage
ratio”).
Additionally, the Company is required to maintain additional capital conservation buffer of 2.5% of CET1, effectively resulting in
minimum ratios inclusive of the capital conservation buffer of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to
risk-weighted assets of at least 8.5%, and (iii) total capital to risk-weighted assets of at least 10.5%.
Management believes that as of December 31, 2020 and 2019, the Company and the Bank met all applicable minimum capital
requirements and were considered “well-capitalized” by both the FRB and the FDIC.
The Company adopted ASU 2016-13 on January 1, 2020. The joint federal bank regulatory agencies issued an interim final rule that
allows banking organizations to phase-in the effects of the CECL accounting standard in their regulatory capital, over a three-year
period from January 1, 2022 through December 31, 2024. The Company did not elect to delay the adoption of CECL and did not
adopt the transition period for regulatory capital.
90
The Company’s and the Bank’s actual and required capital measures were as follows:
At December 31, 2020
Cambridge Bancorp:
Total capital (to risk-weighted
assets)
Tier I capital (to risk-weighted
assets)
Common equity tier I capital
(to risk-weighted assets)
Tier I capital (to average
assets)
Cambridge Trust Company:
Total capital (to risk-weighted
assets)
Tier I capital (to risk-weighted
assets)
Common equity tier I capital
(to risk-weighted assets)
Tier I capital (to average
assets)
At December 31, 2019
Cambridge Bancorp:
Total capital (to risk-weighted
assets)
Tier I capital (to risk-weighted
assets)
Common equity tier I capital
(to risk-weighted assets)
Tier I capital (to average
assets)
Cambridge Trust Company:
Total capital (to risk-weighted
assets)
Tier I capital (to risk-weighted
assets)
Common equity tier I capital
(to risk-weighted assets)
Tier I capital (to average
assets)
Actual
Amount
Ratio
Minimum Capital
Required For
Capital Adequacy Plus
Capital Conservation Buffer
Amount
Ratio
(dollars in thousands)
Minimum To Be
Well-Capitalized
Under
Prompt Corrective
Action Provisions
Amount
Ratio
$
378,393
13.9% $
285,145
10.5%
344,409
344,409
344,409
12.7%
230,832
12.7%
190,097
8.9%
155,009
8.5%
7.0%
4.0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
$
376,209
13.9% $
285,117
10.5% $
271,540
10.0%
342,229
342,229
342,229
12.6%
230,809
12.6%
190,078
8.8%
154,999
8.5%
7.0%
4.0%
217,232
176,501
193,748
8.0%
6.5%
5.0%
Actual
Amount
Ratio
Minimum Capital
Required For
Capital Adequacy Plus
Capital Conservation Buffer
Amount
Ratio
(dollars in thousands)
Minimum To Be
Well-Capitalized
Under
Prompt Corrective
Action Provisions
Amount
Ratio
$
272,727
13.6% $
210,342
10.5%
254,497
254,497
254,497
12.7%
170,277
12.7%
140,228
9.0%
113,365
8.5%
7.0%
4.0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
$
271,034
13.5% $
210,341
10.5% $
200,325
10.0%
252,804
252,804
252,804
12.6%
170,276
12.6%
140,227
8.9%
113,364
8.5%
7.0%
4.0%
160,260
130,211
141,705
8.0%
6.5%
5.0%
91
19.
COMPREHENSIVE INCOME
Comprehensive income is defined as all changes to shareholders’ equity except investments by and distributions to shareholders. Net
income is a component of comprehensive income, with all other components referred to in the aggregate as “other comprehensive
income.” The Company’s other comprehensive income consists of unrealized gains or losses on securities held at year-end classified
as available for sale and the component of the unfunded retirement liability computed in accordance with the requirements of ASC
715, “Compensation – Retirement Benefits.” The before-tax and after-tax amount of each of these categories, as well as the tax
(expense)/benefit of each, is summarized as follows:
For the Year Ended
December 31, 2020
Tax
(Expense)
or Benefit
Net-of-
tax
Amount
Before
Tax
Amount
For the Year Ended
December 31, 2019
Tax
(Expense)
or Benefit
Net-of-
tax
Amount
Before
Tax
Amount
For the Year Ended
December 31, 2018
Tax
(Expense)
or Benefit
Net-of-
tax
Amount
Before
Tax
Amount
Available for sale securities
Unrealized holding gains/(losses)
Reclassification adjustment for (gains)/losses
realized in net income
Interest rate swaps designated as cash flow hedges
Unrealized holding gains(losses)
Reclassification adjustment for (gains)/losses
recognized in net income
Defined benefit retirement plans
(dollars in thousands)
$ 3,630 $
(830) $ 2,800 $ 3,267 $
(767) $ 2,500 $ (231) $
(11) $ (242)
(73)
16
(57)
81
(19)
62
(2)
—
(2)
6,602
(1,844)
4,758
(1,879)
525
(1,354)
984
150
(271)
713
1,002
(282)
720
(42)
108
43
(12)
31
Net change in retirement liability
(1,695)
463
(1,232)
864
(241)
623
Total other comprehensive income
p
$ 6,585 $ (1,670) $ 4,915 $ 5,346 $ (1,340) $ 4,006 $
124
936 $
(35)
(340) $
89
596
Reclassifications out of accumulated other comprehensive income (“AOCI”) are presented below:
Details about Accumulated Other
Comprehensive Income (Loss) Components
Unrealized gains (losses) on available
for sale securities
Unrealized gains (losses) on derivatives
Tax (expense) benefit
Net of tax
For the Year Ended December 31,
2020
2019
(dollars in thousands)
2018
$
$
73
1,879
(541)
1,411
$
$
(81) $
(150)
61
(170) $
Affected Line Item in the Statement
where Net Income is Presented
Gain (loss) on disposition of
investment securities
Interest on taxable loans
Income tax expense
Net income
2
(43)
12
(29)
92
20. EARNINGS PER SHARE
The following represents a reconciliation between basic and diluted earnings per share:
Earnings per common share - basic:
Numerator:
Net income
Less dividends and undistributed earnings allocated
to participating securities
Net income applicable to common shareholders
Weighted average common shares outstanding
Earnings per common share – basic
Numerator:
Net income
Less dividends and undistributed earnings allocated
to participating securities
Net income applicable to common shareholders
Weighted average common shares outstanding
Dilutive effect of common stock equivalents
Weighted average diluted common shares outstanding
Earnings per common share – diluted
g p
21. DERIVATIVES AND HEDGING ACTIVITIES
2020
For the Year Ended December 31,
2019
(dollars in thousands, except per share data)
2018
$
$
$
$
$
$
31,959
(47)
31,912
6,289
5.07
31,959
(47)
31,912
6,289
55
6,344
5.03
$
$
$
$
$
$
25,257
(210)
25,047
4,629
5.41
25,257
(210)
25,047
4,629
33
4,662
5.37
$
$
$
$
$
$
23,881
(239)
23,642
4,062
5.82
23,881
(239)
23,642
4,062
37
4,099
5.77
The Company utilizes interest rate swaps and floors to mitigate exposure to interest rate risk and to facilitate the needs of our
customers. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the
Company’s known or expected cash receipts principally related to the Company’s assets.
Cash Flow Hedges of Interest Rate Risk
The Company uses interest floors to manage its exposure to interest rate movements. Interest rate floors designated as cash flow
hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in
exchange for an up-front premium.
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 income in the same period(s) during which the hedged transaction affects earnings.
Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over
the life of the hedge on a systematic and rational basis. The earnings recognition of excluded components is presented in interest
income. Amounts reported in AOCI related to derivatives will be reclassified to interest income as interest payments are received on
the Company’s variable-rate assets.
Non-designated Hedges
Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. For the
Company’s customers, these are interest rate swaps and risk participation agreements.
93
Interest Rate Swaps. The Company enters into interest rate swap contracts to help commercial loan borrowers manage their interest
rate risk. The interest rate swap contracts with commercial loan borrowers allow them to convert floating-rate loan payments to fixed
rate loan payments. When the Company enters into an interest rate swap contract with a commercial loan borrower, it simultaneously
enters into a “mirror” swap contract with a third party. The third party exchanges the client’s fixed-rate loan payments for floating-rate
loan payments. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings. Because
these derivatives have mirror-image contractual terms, the changes in fair value substantially offset each other through earnings. Fees
earned in connection with the execution of derivatives related to this program are recognized in earnings through loan related
derivative income.
The credit risk associated with swap transactions is the risk of default by the counterparty. To minimize this risk, the Company enters
into interest rate agreements only with highly rated counterparties that management believes to be creditworthy. The notional amounts
of these agreements do not represent amounts exchanged by the parties and, thus, are not a measure of the potential loss exposure.
Risk Participation Agreements.
The Company enters into risk participation agreements (“RPAs”) with other banks participating in commercial loan arrangements.
Participating banks guarantee the performance on borrower-related interest rate swap contracts. RPAs are derivative financial
instruments and are recorded at fair value. These derivatives are not designated as hedges and therefore, changes in fair value are
recognized in earnings with a corresponding offset within other assets or other liabilities.
Under a risk participation-out agreement, a derivative asset, the Company participates out a portion of the credit risk associated with
the interest rate swap position executed with the commercial borrower, for a fee paid to the participating bank. Under a risk
participation-in agreement, a derivative liability, the Company assumes, or participates in, a portion of the credit risk associated with
the interest rate swap position with the commercial borrower for a fee received from the other bank.
The following tables present the notional amount, the location, and fair values of derivative instruments in the Company’s
consolidated balance sheets:
December 31, 2020
Derivative Assets
Notional
Amount
Balance Sheet
Location
Fair Value
Notional
Amount
(dollars in thousands)
Derivative Liabilities
Balance Sheet
Location
(dollars in thousands)
Fair Value
Derivatives designated as hedging instruments
$
150,000
Other Assets
Total derivatives designated as hedging instruments
g g
g
Derivatives not designated as hedging instruments
Interest rate swaps with customers
p
Mirror swaps with counterparties
Risk participation agreements-out to counterparties
Risk participation agreements-in with counterparties
Total derivatives not designated as hedging instruments
g g
g
g
p
p
p
409,493
26,580
Other Assets
— Other Assets
Other Assets
— Other Assets
$
$
$
$
$
7,618
7,618
— Other Liabilities $
$
—
—
38,415
—
51
—
38,466
— Other Liabilities $
409,493
Other Liabilities
— Other Liabilities
Other Liabilities
104,956
$
—
38,415
—
496
38,911
December 31, 2019
Derivative Assets
Notional
Amount
Balance Sheet
Location
Fair Value
Notional
Amount
(dollars in thousands)
Derivative Liabilities
Balance Sheet
Location
(dollars in thousands)
Fair Value
Derivatives designated as hedging instruments
Interest rate contracts
$
150,000
Other Assets
Total derivatives designated as hedging instruments
Derivatives not designated as hedging instruments
Loan related derivative contracts
Interest rate swaps with customers
Mirror swaps with counterparties
Risk participation agreements-out to counterparties
Risk participation agreements-in with counterparties
Total derivatives not designated as hedging instruments
g g
g
241,187
19,000
Other Assets
— Other Assets
Other Assets
— Other Assets
$
$
$
$
$
$
2,911
2,911
12,980
—
21
—
13,001
— Other Liabilities $
$
—
—
— Other Liabilities $
241,187
Other Liabilities
— Other Liabilities
Other Liabilities
88,489
$
—
12,980
—
250
13,230
94
The following tables presents the effect of cash flow hedge accounting on AOCI as of the periods presented:
For the Year Ended December 31, 2020
Amount of Gain
or (Loss)
Recognized in
OCI
Amount of Gain
or (Loss)
Recognized in
OCI Included
Component
Amount of Gain
or (Loss)
Recognized in
OCI Excluded
Component
Location of Gain
or (Loss)
Amount of Gain
or (Loss)
Reclassified
from AOCI into
Income
Amount of Gain
or (Loss)
Reclassified
from AOCI into
Income
Included
Component
Amount of Gain
or (Loss)
Reclassified
from AOCI into
Income
Excluded
Component
Interest rate contracts
$
4,723
$
5,650
$
(927)
Interest Income $
1,879
$
2,074
$
(195)
(dollars in thousands)
(dollars in thousands)
For the Year Ended December 31, 2019
Amount of Gain
or (Loss)
Recognized in
OCI
Amount of Gain
or (Loss)
Recognized in
OCI - Included
Component
(dollars in thousands)
Amount of Gain
or (Loss)
Recognized in
OCI - Excluded
Component
Location of Gain
or (Loss)
Amount of Gain
or (Loss)
Reclassified
from AOCI into
Income
Amount of Gain
or (Loss)
Recognized in
OCI - Included
Component
(dollars in thousands)
Amount of Gain
or (Loss)
Recognized in
OCI - Excluded
Component
Interest rate contracts
$
984
$
2,120
$
(1,136)
Interest Income $
(150) $
— $
(150)
The Company estimates that an additional $2.5 million will be reclassified out of AOCI into earnings, as an increase to interest
income over the next twelve months.
The following table presents the effect of the Company’s derivative financial instruments on the consolidated statements of income as
of the periods presented:
Total amount of income presented in the statements of income
in which the effects of cash flow hedges are recorded
Gain or (loss) on cash flow hedging relationships in Subtopic 815-20
Interest rate contracts:
Amount of gain (loss) reclassed from AOCI into income
Amount of loss reclassed from AOCI
into income - Included Component
Amount of loss reclassed from AOCI
into income - Excluded Component
p
For the Year Ended
December 31, 2020
Interest Income
(dollars in thousands)
For the Year Ended
December 31, 2019
Interest Income
(dollars in thousands)
$
$
$
$
$
1,879
1,879
2,074
(195)
$
(150)
(150)
—
(150)
The following table presents the effect of the Company’s derivative financial instruments that are not designated as hedging
instruments on the consolidated statements of income as of the periods presented:
Other contracts
Location of Gain or
(Loss)
Other income
$
Credit-risk-related Contingent Features
Amount of Gain or (Loss) Recognized in Income on Derivative
Year Ended December 31
2020
2019
2018
(dollars in thousands)
155
$
311 $
276
By entering into derivative transactions, the Company is exposed to credit risk to the extent that counterparties to the derivative
contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company’s
credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty.
The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining
collateral, where appropriate. Institutional counterparties must have an investment grade credit rating and be approved by the
Company’s Board of Directors. As such, management believes the risk of incurring credit losses on derivative contracts with
institutional counterparties is remote.
95
The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its
indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could
also be declared in default on its derivative obligations. In addition, the Company also has agreements with certain of its derivative
counterparties that contain a provision where if the Company fails to maintain its status as a well- capitalized institution, then the
counterparty could terminate the derivative position(s) and the Company would be required to settle its obligations under the
agreements.
Balance Sheet Offsetting
Certain financial instruments may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements
or similar agreements. The Company’s derivative transactions with institutional counterparties are generally executed under
International Swaps and Derivative Association (“ISDA”) master agreements which include “right of set-off” provisions. In such
cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts
on a net basis. Generally, the Company does not offset such financial instruments for financial reporting purposes.
The following tables present the information about financial instruments that are eligible for offset in the Consolidated Balance Sheets
as December 31, 2020 and 2019:
Gross Amounts
Recognized
Gross Amounts
Offset
Net Amounts
Recognized
Financial
Instruments
Collateral
Pledged
(Received)
Net Amount
Gross Amounts Not Offset
December 31, 2020
(dollars in thousands)
46,084
$
— $
46,084
$
7,649
$
— $
38,435
38,911
$
— $
38,911
$
7,649
$
30,724
$
538
Gross Amounts
Recognized
Gross Amounts
Offset
Net Amounts
Recognized
Financial
Instruments
Collateral
Pledged
(Received)
Net Amount
December 31, 2019
(dollars in thousands)
15,912
$
— $
15,912
$
3,128
$
—
$
12,784
13,230
$
— $
13,230
$
3,128
$
9,645
$
457
Offsetting of Derivative Assets
g
g
Derivative Assets
Offsetting of Derivative Liabilities
g
Derivative Liabilities
Offsetting of Derivative Assets
g
g
Derivative Assets
g
Offsetting of Derivative Liabilities
Derivative Liabilities
$
$
$
$
As of December 31, 2020 and December 31, 2019, the fair value of derivatives in a net liability position, which includes accrued
interest but excludes any adjustment for nonperformance risk, related to these agreements was $30.7 million and $9.6 million,
respectively. As of December 31, 2020 and December 31, 2019, the Company has minimum collateral posting thresholds with certain
of its derivative counterparties and has posted cash collateral of $29.9 million and $10.4 million, respectively, against these
agreements. If the Company had breached any of these provisions at December 31, 2020 or December 31, 2019, it could have been
required to settle its obligations under the agreements at their termination value of $30.7 million and $9.6 million, respectively.
96
22. FAIR VALUE MEASUREMENTS
The following is a summary of the carrying values and estimated fair values of the Company’s significant financial instruments as of
the dates indicated:
Financial assets
Cash and cash equivalents
Securities available for sale
Securities held to maturity
Loans, net
Loans held for sale
FHLB Boston stock
Accrued interest receivable
Mortgage servicing rights
Interest rate contracts
Loan level interest rate swaps
Risk participation agreements out to counterparties
Financial liabilities
Deposits
Borrowings
Loan level interest rate swaps
Risk participation agreements in with counterparties
p
p
g
p
December 31, 2020
December 31, 2019
Carrying
Value
Estimated
Fair Value
Carrying
Value
(dollars in thousands)
Estimated
Fair Value
$
75,785
237,030
247,672
3,117,632
6,909
5,734
9,514
1,219
7,618
38,415
51
3,403,083
32,992
38,415
496
$
75,785
237,030
260,139
3,092,021
7,101
5,734
9,514
1,219
7,618
38,415
51
3,403,832
34,284
38,415
496
$
61,335
140,330
258,172
2,208,548
1,546
7,854
7,052
1,321
2,911
12,980
21
2,358,878
135,691
12,980
250
$
61,335
140,330
264,114
2,160,087
2,051
7,854
7,052
1,526
2,911
12,980
21
2,358,089
135,744
12,980
250
The Company follows ASC 820, Fair Value Measurements and Disclosures, for financial assets and liabilities. ASC 820 defines fair
value, establishes a framework for measuring fair value, and expands disclosure requirements about fair value measurements. ASC
820, among other things, emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states
that a fair value measurement should be determined based on the assumptions the market participants would use in pricing the asset or
liability. In addition, ASC 820 specifies a hierarchy of valuation techniques based on whether the types of valuation information
(“inputs”) are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while
unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair value
hierarchy:
•
•
•
Level 1 – Quoted prices for identical assets or liabilities in active markets.
Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or
liabilities in inactive markets; and model-derived valuations in which all significant inputs and significant value drivers
are observable in active markets.
Level 3 – Valuations derived from techniques in which one or more significant inputs or significant value drivers are
unobservable in the markets and which reflect the Company’s market assumptions.
Under ASC 820, fair values are based on the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. When available, the Company uses quoted market prices to
determine fair value. If quoted prices are not available, fair value is based upon valuation techniques, such as matrix pricing or other
models that use, where possible, current market-based or independently sourced market parameters, such as interest rates. If
observable market-based inputs are not available, the Company uses unobservable inputs to determine appropriate valuation
adjustments using methodologies applied consistently over time.
Valuation techniques based on unobservable inputs are highly subjective and require judgments regarding significant matters, such as
the amount and timing of future cash flows and the selection of discount rates that may appropriately reflect market and credit risks.
Changes in these judgments often have a material impact on the fair value estimates. In addition, since these estimates are as of a
specific point in time, they are susceptible to material near-term changes. The fair values disclosed do not reflect any premium or
discount that could result from offering significant holdings of financial instruments at bulk sale, nor do they reflect the possible tax
ramifications or estimated transaction costs. Changes in economic conditions may also dramatically affect the estimated fair values.
97
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value
disclosures. Securities available for sale, derivative instruments, and hedges are recorded at fair value on a recurring basis.
Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as
loans held for sale, mortgage servicing rights, other real estate owned, and collateral dependent impaired loans. The Company uses an
exit price notion for its fair value disclosures.
The following tables summarize certain assets reported at fair value on a recurring basis:
Measured on a recurring basis
Securities available for sale
U.S. GSE obligations
Mortgage-backed securities
Corporate debt securities
Other assets
Interest rate swaps with customers
Risk participation agreements out to counterparties
Interest rate contracts
Other liabilities
Mirror swaps with counterparties
Risk participation agreements in with counterparties
g
p
p
p
Measured on a recurring basis
Securities available for sale
U.S. GSE obligations
Mortgage-backed securities
Other assets
Interest rate swaps with customers
Risk participation agreements out to counterparties
Interest rate contracts
Other liabilities
Mirror swaps with counterparties
Risk participation agreements in with counterparties
p
p
p
g
Fair Value as of December 31, 2020
Level 1
Level 2
Level 3
Total
(dollars in thousands)
$
— $
—
—
$
23,617
210,630
2,783
— $
—
—
23,617
210,630
2,783
—
—
—
—
—
38,415
51
7,618
38,415
496
—
—
—
—
—
38,415
51
7,618
38,415
496
Fair Value as of December 31, 2019
Level 1
Level 2
Level 3
Total
(dollars in thousands)
$
— $
—
37,848
102,482
$
— $
—
37,848
102,482
—
—
—
—
—
12,980
21
2,911
12,980
250
—
—
—
—
—
12,980
21
2,911
12,980
250
The following table presents the carrying value of assets held at December 31, 2020 and 2019, which were measured at fair value on a
non-recurring basis:
Items recorded at fair value on a non-recurring basis
Assets
Mortgage servicing rights
Loans held for sale
Individually evaluated collateral dependent loans
Other real estate owned
Total
Level 1
December 31, 2020
Level 2
Level 3
(dollars in thousands)
Total
$
$
— $
6,909
—
—
6,909
$
— $
—
—
—
— $
1,219
—
672
1,820
3,711
$
$
1,219
6,909
672
1,820
10,620
98
Level 1
December 31, 2019
Level 2
Level 3
(dollars in thousands)
Total
Items recorded at fair value on a non-recurring basis
g
Loans held for sale
Individually evaluated collateral dependent loans
Other real estate owned
Total
1,546
—
—
1,546
$
$
—
—
—
— $
—
2,541
163
2,704
$
1,546
2,541
163
4,250
Individually evaluated collateral dependent loans. Collateral dependent loans are carried at the lower of cost or fair value of the
collateral less estimated costs to sell which approximates fair value. The Company uses the appraisal value of the collateral and
applies certain adjustments depending on the nature, quality, and type of collateral securing the loan.
Loans held for sale. Loans held for sale are carried at the lower of fair value or carrying value (unpaid principal and unamortized loans
fees).
Other Real Estate Owned. These properties are carried at fair value less estimated costs to sell.
Mortgage servicing rights. These assets are carried at the fair value determined by estimating the present value of future net cash
flows, taking into consideration market loan prepayment speeds, discount rates, servicing costs, and other economic factors.
There were no transfers between fair value levels for the years ended December 31, 2020 and 2019.
The following is a description of the principal valuation methodologies used by the Company to estimate the fair values of its financial
instruments.
Investment Securities
For investment securities, fair values are primarily based upon valuations obtained from a national pricing service which uses matrix
pricing with inputs that are observable in the market or can be derived from, or corroborated by, observable market data. When
available, quoted prices in active markets for identical securities are utilized.
Loans Held for Sale
For loans held for sale, fair values are estimated using projected future cash flows, discounted at rates based upon either trades of
similar loans or mortgage-backed securities, or at current rates at which similar loans would be made to borrowers with similar credit
ratings and for similar remaining maturities.
Loans
For most categories of loans, fair values are estimated using projected future cash flows, discounted at rates based upon current rates
at which similar loans would be made to borrowers with similar credit ratings, and for similar remaining maturities. Projected
estimated cash flows are adjusted for prepayment assumptions, liquidity premium assumptions, and credit loss assumptions. Loans
that are deemed to be impaired in accordance with ASC 310, Receivables, are valued based upon the lower of cost or fair value of the
underlying collateral.
FHLB of Boston Stock
The fair value of FHLB of Boston stock equals its carrying value since such stock is only redeemable at its par value.
Deposits
The fair value of non-maturity deposit accounts is the amount payable on demand at the reporting date. This amount does not take into
account the value of the Company’s long-term relationships with core depositors. The fair value of fixed-maturity certificates of
deposit is estimated using a replacement cost of funds approach and is based upon rates currently offered for deposits of similar
remaining maturities.
99
Borrowings
For long-term borrowings, fair values are estimated using future cash flows, discounted at rates based upon current costs for debt
securities with similar terms and remaining maturities.
Other Financial Assets and Liabilities
Cash and cash equivalents, accrued interest receivable, and short-term borrowings have fair values which approximate their respective
carrying values because these instruments are payable on demand or have short-term maturities and present relatively low credit risk
and interest rate risk.
Derivative Instruments and Hedges
The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis
on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to
maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates
credit valuation adjustments to appropriately reflect nonperformance risk in the fair value measurements. In adjusting the fair value of
its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable
credit enhancements, such as collateral postings.
Off-Balance-Sheet Financial Instruments
In the course of originating loans and extending credit, the Company will charge fees in exchange for its commitment. While these
commitment fees have value, the Company has not estimated their value due to the short-term nature of the underlying commitments
and their immateriality.
Values Not Determined
In accordance with ASC 820, the Company has not estimated fair values for non-financial assets such as banking premises and
equipment, goodwill, the intangible value of the Company’s portfolio of loans serviced for itself, and the intangible value inherent in
the Company’s deposit relationships (i.e., core deposits), among others. Accordingly, the aggregate fair value amounts presented do
not represent the underlying value of the Company.
23. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
2020 Quarters
Interest and Dividend Income
Interest Expense
Net Interest and Dividend Income
Provision for (Release of) Credit Losses
Net Interest and Dividend Income after Provision for
Credit Losses
Noninterest Income
Noninterest Expense
Income (Loss) Before Taxes
Income Taxes
Net Income (Loss)
Share Data:
Average Shares Outstanding, Basic
Average Shares Outstanding, Diluted
Basic Earnings (Loss) Per Share
Diluted Earnings (Loss) Per Share
g
Fourth
Third
Second
First
(dollars in thousands, except share data)
$
$
$
$
35,870
1,789
34,081
(120)
34,201
10,802
27,127
17,876
4,862
13,014
6,897,450
6,970,542
1.88
1.86
$
$
$
$
36,881
1,919
34,962
2,000
32,962
10,933
25,445
18,450
5,021
13,429
6,918,692
6,954,324
1.94
1.93
$
$
$
$
$
30,531
1,742
28,789
14,430
14,359
8,972
25,587
(2,256)
(540)
(1,716) $
26,095
3,695
22,400
2,000
20,400
8,818
19,925
9,293
2,061
7,232
5,912,889
5,912,889
(0.29) $
(0.29) $
5,397,040
5,432,099
1.34
1.33
100
2019 Quarters
Fourth
Third
Second
First
Interest and Dividend Income
Interest Expense
Net Interest and Dividend Income
Provision for (Release of) Loan Losses
Net Interest and Dividend Income after Provision for
Loan Losses
Noninterest Income
Noninterest Expense
Income Before Taxes
Income Taxes
Net Income
Share Data:
Average Shares Outstanding, Basic
Average Shares Outstanding, Diluted
Basic Earnings Per Share
Diluted Earnings Per Share
g
$
$
$
$
26,415
4,807
21,608
331
21,277
9,933
21,428
9,782
2,673
7,109
4,939,973
4,980,439
1.43
1.42
$
(dollars in thousands, except share data)
24,470
$
4,694
19,776
596
26,336
5,285
21,051
2,170
18,881
10,366
18,863
10,384
2,708
7,676
4,815,020
4,842,965
1.58
1.57
$
$
$
19,180
8,145
21,513
5,812
1,540
4,272
4,682,109
4,715,724
0.91
0.90
$
$
$
$
$
$
$
19,118
2,857
16,261
(93)
16,354
7,957
16,373
7,938
1,740
6,198
4,072,805
4,106,658
1.51
1.49
24. CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY
The condensed balance sheets of Cambridge Bancorp, the Parent Company, as of December 31, 2020 and 2019 and the condensed
statements of income and cash flows for each of the years in the three-year period ended December 31, 2020 are presented below. The
statements of changes in shareholders’ equity are identical to the consolidated statements of changes in shareholders’ equity and are
therefore not presented here.
CONDENSED BALANCE SHEET
ASSETS
Cash and cash equivalents
Goodwill
Other assets
Investment in subsidiary
Total assets
SHAREHOLDERS’ EQUITY
Shareholders’ equity
Total shareholders’ equity
y
q
Income
Dividends from subsidiary
Total income
Expenses
Interest expense
Other expenses
Total expenses
December 31,
2020
2019
(dollars in thousands)
$
$
$
$
1,920
33
260
399,519
401,732
401,732
401,732
$
$
$
$
1,680
—
13
284,868
286,561
286,561
286,561
CONDENSED STATEMENTS OF INCOME
2020
For the Year Ended December 31,
2019
(dollars in thousands)
2018
$
$
21,639
21,639
$
10,732
10,732
$
444
110
554
21,085
(153)
21,238
10,721
31,959
$
—
132
132
10,600
(36)
10,636
14,621
25,257
$
8,615
8,615
—
116
116
8,499
(32)
8,531
15,350
23,881
Income before income taxes and equity in undistributed income of subsidiary
Income tax benefit
Income of parent company
Equity in undistributed income of subsidiary
Net income
101
CONDENSED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided
by operating activities
Deferred income tax (benefit)/expense
Change in other assets, net
Change in other liabilities, net
Undistributed income of subsidiary
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in business combinations
Investment in subsidiary
Net cash (used in)/provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock
Repurchase of common stock
Redemption of subordinate debt
Cash dividends paid on common stock
Net cash provided by/(used in) financing activities
Net increase (decrease) in cash
Cash at beginning of year
Cash at end of year
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Significant non-cash transactions
Common Stock issued to shareholders due to merger
g
2020
For the Year Ended December 31,
2019
(dollars in thousands)
2018
$
31,959
$
25,257
$
23,881
(153)
3,032
444
(10,721)
24,561
(534)
—
(534)
452
(556)
(10,600)
(13,083)
(23,787)
240
1,680
1,920
$
—
(13)
—
(14,621)
10,623
(3,525)
(38,202)
(41,727)
38,576
(687)
—
(9,517)
28,372
(2,732)
4,412
1,680
$
—
—
—
(15,350)
8,531
—
—
—
761
(574)
—
(8,041)
(7,854)
677
3,735
4,412
87,163
$
59,417
$
—
$
$
102
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Cambridge Bancorp
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Cambridge Bancorp and subsidiaries (the Company) as of
December 31, 2020, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash
flows for the year then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its
operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States
of America.
We have also 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, 2020, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
and our report dated March 15, 2021 expressed an unqualified opinion on the effectiveness of the Company's internal control over
financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company's financial statements 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 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 the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audit also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the Company’s Audit Committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are
not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or
disclosures to which they relate.
Adoption of Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses
Critical Audit Matter Description
As described in Note 3 to the financial statements, on January 1, 2020, the Company adopted Accounting Standards Update (ASU)
No. 2016-13, Financial Instruments-Credit Losses, which introduces a Current Expected Credit Losses (CECL) model to estimate
credit losses over the remaining expected life of the Company’s loan portfolio, rather than the incurred loss model applied in prior
periods. Estimates of expected credit losses under the CECL model are based on relevant information about past events, current
conditions, and reasonable and supportable forward-looking forecasts regarding the collectability of the loan portfolio.
To estimate expected loan credit losses, the Company implemented new credit loss systems aligned with the CECL model and
determined:
•
•
the method of calculation to be used;
the role of peer loss data and the appropriate peer group;
103
•
•
•
•
the economic factor(s) indicative of expected losses;
the length of the reasonable and supportable forecast period;
estimated loan cash flows and corresponding expected duration of loans;
the method of determining and applying qualitative factors.
We determined that performing procedures relating to these aspects of the Company’s adoption of ASU 2016-13 is a critical audit
matter. The principal considerations for our determination are (i) the application of significant judgment and estimation on the part of
management, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures and evaluating audit
evidence obtained, and (ii) significant audit effort was necessary in evaluating management’s methodology, significant assumptions
and calculations.
How the Critical Audit Matter Was Addressed in the Audit
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion
on the financial statements. These procedures included, among others:
•
•
•
tests of the design and operating effectiveness of management’s controls covering the key assumptions and judgments of its
CECL estimation model, and the selection and application of new accounting policies;
tests of the Company’s methodology for the determination of its peer group and the completeness and accuracy of
information included in peer group data and how it is used in the Company’s allowance for credit loss calculation;
tests of the model loan cash flow and qualitative factor determinations.
Allowance for Credit Losses – Qualitative Factors
Critical Audit Matter Description
As described in Notes 2 and 7 to the financial statements, the Company has recorded an allowance for credit losses for its loan
portfolio in the amount of $36.0 million as of December 31, 2020, representing management’s estimate of credit losses over the
remaining expected life of the Company’s loan portfolio as of that date. Management determined this amount, and corresponding
provision for credit loss expense, pursuant to the application of Accounting Standards Codification Topic 326, Financial Instruments
– Credit Losses which was adopted by the Company on January 1, 2020.
The Company’s methodology to determine its allowance for credit losses incorporates qualitative assessments of current loan portfolio
and economic conditions and the application of forecasted economic conditions. We determined that performing procedures relating to
these components of the Company’s methodology is a critical audit matter. The principal considerations for our determination are (i)
the application of significant judgment and estimation on the part of management, which in turn led to a high degree of auditor
judgment and subjectivity in performing procedures and evaluating audit evidence obtained, and (ii) significant audit effort was
necessary in evaluating management’s methodology, significant assumptions and calculations.
How the Critical Audit Matter was addressed in the Audit
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion
on the financial statements. These procedures included testing the effectiveness of controls relating to the Company’s determination of
qualitative factors and forecasted economic conditions. These procedures also included, among others, testing management’s process
for determining the qualitative reserve component, evaluating the appropriateness of management’s methodology relating to the
qualitative reserve component and testing the completeness and accuracy of data utilized by management.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
March 15, 2021
We have served as the Company’s auditor since 2020.
104
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Cambridge Bancorp:
Opinion on the Internal Control Over Financial Reporting
We have audited Cambridge Bancorp and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31,
2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the December 31, 2020 consolidated financial statements of the Company and our report dated March 15, 2021
expressed an unqualified opinion.
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 in the accompanying Management’s 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 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 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/ Wolf & Company, P.C.
Boston, Massachusetts
March 15, 2021
105
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Cambridge Bancorp:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Cambridge Bancorp and subsidiaries (the Company) as of
December 31, 2019, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash
flows for each of the years in the two-year period ended December 31, 2019, 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, 2019, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
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 Public
Company Accounting Oversight Board (United States) (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.
/s/ KPMG LLP
We served as the Company’s auditor from 2006 to 2019.
Boston, Massachusetts
March 16, 2020
106
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
On March 16, 2020, the Company’s Audit Committee dismissed KPMG LLP (“KPMG”) as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2020, and all quarterly periods therein. The Company’s Audit
Committee participated in and approved the decision to change its independent registered public accounting firm.
The audit reports of KPMG on the consolidated financial statements of the Company as of and for the years ended December 31, 2019
and 2018 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified, or expected to be modified
or qualified, as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2019 and 2018 and the subsequent interim period through March 16, 2020, there were no:
(1) disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference in connection
with its opinion to the subject matter, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K.
Also, on March 16, 2020, the Company engaged Wolf & Company, P.C. (“Wolf & Company”) as the Company’s independent
registered public accounting firm starting with the fiscal year ending December 31, 2020. The engagement was approved by the
Company’s Audit Committee. During the fiscal years ended December 31, 2019 and 2018, and the subsequent interim period prior to
the engagement of Wolf & Company, the Company did not consult with Wolf & Company regarding any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, the Company has evaluated, with the participation of
management, including the Chief Executive Officer and the Chief Financial Officer, as of the end of the period covered by this report,
the effectiveness of the design and operation of its disclosure controls and procedures.
Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and
procedures were effective as of December 31, 2020 in ensuring that material information required to be disclosed by the Company,
including its consolidated subsidiaries:
a)
b)
was made known to the certifying officers by others within the Company and its consolidated subsidiaries in the reports
that it files or submits under the Exchange Act; and
is recorded, processed, summarized, and reported within the time periods specified in the Securities Exchange
Commission rules and forms.
On a quarterly basis, the Company evaluates the disclosure controls and procedures and may, from time to time, make changes aimed
at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.
Changes in Internal Controls over Financial Reporting
The Company adopted ASU 2016-13 and related amendments during the quarter ended March 31, 2020 and implemented additional
controls for calculating the allowance for credit losses. There were no other changes in the Company’s internal control over financial
reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting in 2020.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control (as defined in Rule 13a-
15(f) under the Securities Exchange Act of 1934, as amended) over financial reporting. The Company’s internal control over financial
reporting is a process designed to provide reasonable assurance to the Company’s Chief Executive Officer and Chief Financial Officer
regarding the reliability of financial reporting and preparation of the Company’s financial statements in accordance with accounting
principles generally accepted in the U.S.
In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any
controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired
control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and
107
procedures. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation and 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.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31,
2020. In making this assessment, management used the criteria set forth in Internal Control—Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on management’s assessment, the
Company believes that, as of December 31, 2020, the Company’s internal control over financial reporting is effective based on the
criteria established by Internal Control—Integrated Framework (2013) issued by COSO.
Wolf & Company, P.C, an independent registered public accounting firm, has audited the Company’s consolidated financial
statements included in this Annual Report on Form 10-K and, as part of its audit, has issued its report, included herein on page 105, on
the effectiveness of the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
108
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information required by this Item is incorporated herein by reference to the captions “Proposal 1: Election of Directors,”
“Committees of the Board of Directors– Audit Committee,” “Information about the Company’s Executive Officers Who are not
Directors,” and “Code of Ethics” in the Company’s definitive proxy statement for the 2021 Annual Meeting of Shareholders (the
“Proxy Statement”), which will be filed with the SEC no later than 120 days after the end of the fiscal year covered by this Annual
Report on Form 10-K.
Item 11. Executive Compensation.
The information required by this Item is incorporated herein by reference to the captions “Compensation Discussion and Analysis,”
“Director Compensation,” “Executive Compensation Tables,” “Compensation Committee Interlocks and Insider Participation,” and
“Compensation Committee Report” in the Company’s Proxy Statement, which are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated herein by reference to the caption “Security Ownership of Certain Beneficial
Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated herein by reference to the captions “Transactions with Related Persons” and
“Corporate Governance – Board of Directors Independence” in the Company’s Proxy Statement.
Item 14. Principal Accounting Fees and Services.
The information required by this Item is incorporated herein by reference to the caption “Independent Registered Public Accounting
Firm Fees and Services” in the Proxy Statement.
109
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Documents filed as a Part of this Annual Report on Form 10-K:
(1) Financial Statements—Included in Item 8 of this Annual Report on Form 10-K.
Audited Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2020 and 2019 ....................................................................................................
Consolidated Statements of Income for the Years Ended December 31, 2020, 2019, and 2018 ......................................................
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018 .............................
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2020, 2019, and 2018 .................................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018 ................................................
Notes to Consolidated Financial Statements ......................................................................................................................................
Report of Independent Registered Public Accounting Firm ..............................................................................................................
50
51
52
53
54
55
103
(2) Financial Statement Schedules
1.
2.
3.
Financial Statements. The financial statements of the Company required in response to this item are listed in response to Part
II, Item 8 of this Annual Report on Form 10-K.
Financial Statement Schedules. 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.
Exhibits. The following exhibits are included as part of this Form 10-K.
(3) Index to Exhibits.
Exhibit
Number
Description
2.1
2.2
3.1
3.2
4.1
4.2#
10.1**
10.2**
10.3**
10.4**
Agreement and Plan of Merger, dated December 5, 2018, by and between Cambridge Bancorp, Cambridge Trust
Company and Optima Bank & Trust Company (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the
SEC on December 6, 2018)
Agreement and Plan of Merger, dated December 5, 2019, by and between Cambridge Bancorp, Cambridge Trust
Company, Wellesley Bancorp, Inc., and Wellesley Bank (incorporated by reference to Exhibit 2.1 of the Form 8-K
filed with the SEC on December 5, 2019)
Articles of Organization (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on June 19,
2018)
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of Amendment No. 2 of the Registration
Statement File No. 1-38184 on Form 10 filed with the SEC on October 4, 2017)
Specimen stock certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 2 of the Registration Statement
File No. 1-38184 on Form 10 filed with the SEC on October 4, 2017)
Description of Cambridge Bancorp Securities Registered under Section 12 of the Securities Exchange Act of 1934.
Cambridge Bancorp 2017 Equity and Cash Incentive Plan (incorporated by reference to Exhibit 10.2 of Amendment No. 2
of the Registration Statement File No. 1-38184 on Form 10 filed with the SEC on October 4, 2017)
Cambridge Bancorp Director Stock Plan, amended as of April 25, 2011 (incorporated by reference to Exhibit 10.3 of
Amendment No. 2 of the Registration Statement File No. 1-38184 on Form 10 filed with the SEC on October 4, 2017)
2016 Annual Incentive Plan (incorporated by reference to Exhibit 10.4 of Amendment No. 2 of the Registration
Statement File No. 1-38184 on Form 10 filed with the SEC on October 4, 2017)
The Executive Nonqualified Excess Plan of Cambridge Trust Company (incorporated by reference to Exhibit 10.5 of
Amendment No. 2 of the Registration Statement File No. 1-38184 on Form 10 filed with the SEC on October 4, 2017)
110
10.5**
10.6**
10.7**
10.8**
10.9**
10.10**
10.11**
10.12**
10.19**
10.22**
10.29**
Cambridge Trust Company Amended and Restated Supplemental Executive Retirement Agreement for Denis K.
Sheahan, dated July 7, 2017 (incorporated by reference to Exhibit 10.6 of Amendment No. 2 of the Registration
Statement File No. 1-38184 on Form 10 filed with the SEC on October 4, 2017)
Cambridge Trust Company Supplemental Executive Retirement Agreement for Martin B. Millane, Jr., dated January 1,
2016 (incorporated by reference to Exhibit 10.11 of Amendment No. 2 of the Registration Statement File No. 1-38184
on Form 10 filed with the SEC on October 4, 2017)
Change in Control Agreement with Denis K. Sheahan, dated December 21, 2015 (incorporated by reference to Exhibit
10.12 of Amendment No. 2 of the Registration Statement File No. 1-38184 on Form 10 filed with the SEC on October 4,
2017)
Change in Control Agreement with Mr. Michael Carotenuto, dated April 26, 2019 (incorporated by reference to Exhibit
10.1 of the Form 8-K filed with the SEC on April 29, 2019)
Agreement with Mr. Martin Millane, dated April 26, 2019 (incorporated by reference to Exhibit 10.2 of the Form 8-K
filed with the SEC on April 29, 2019)
Change in Control Agreement with Mark D. Thompson, dated September 17, 2017 (incorporated by reference to
Exhibit 10.1 of the Form 8-K filed with the SEC on November 30, 2017)
Change in Control Agreement with Ms. Jennifer Pline, dated April 26, 2019 (incorporated by reference to Exhibit 10.3 of
the Form 8-K filed with the SEC on April 29, 2019)
Change in Control Agreement with Daniel R. Morrison, dated December 5, 2018 (incorporated by reference to Exhibit
10.18 of the Form 10-K filed with the SEC on March 18, 2019)
Cambridge Trust Company Supplemental Executive Retirement Agreement for Mark D. Thompson, dated September 25,
2017 (incorporated by reference to Exhibit 99.1 of the Form 8-K filed with the SEC on November 30, 2017)
Cambridge Trust Company Supplemental Executive Retirement Agreement for Jennifer A. Pline, dated January 30,
2017 (incorporated by reference to Exhibit 10.22 of the Form 10-K filed with the SEC on March 18, 2019)
Consulting Agreement with Mark D. Thompson, dated December 21, 2020 (incorporated by reference to Exhibit 10.1
of the Form 80K filed with the SEC on December 23, 2020)
10.30#**
Offer Letter for Thomas J. Fontaine, dated December 5, 2019
10.31#**
Change in Control Agreement with Thomas J. Fontaine, dated December 5, 2019
10.32#**
Cambridge Trust Company Supplemental Executive Retirement Agreement for Thomas J. Fontaine, dated December 5,
2019
21#
23.1#
23.2#
31.1#
31.2#
32.1#
32.2#
Subsidiaries of the Registrant
Consent of Wolf & Company P.C. dated March 15, 2021
Consent of KPMG LLP dated March 15, 2021
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document- the instance document does not appear in the Interactive data File because XBRL
tags are embedded within the Inline XBRL
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
111
104
Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)_
Filed herewith.
#
** Management Compensatory plans or arrangements.
Item 16. Form 10-K Summary.
None.
112
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SIGNATURES
March 15, 2021
March 15, 2021
CAMBRIDGE BANCORP
By:
/s/ Denis K. Sheahan
Denis K. Sheahan
Chairman, President & Chief Executive Officer
By:
/s/ Michael F. Carotenuto
Michael F. Carotenuto
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following
persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
/s/ Denis K. Sheahan
Denis K. Sheahan
/s/ Michael F. Carotenuto
Michael F. Carotenuto
/s/ Jeanette G. Clough
Jeanette G. Clough
/s/ Thomas J. Fontaine
Thomas J. Fontaine
/s/ Christine Fuchs
Christine Fuchs
/s/ Simon R. Gerlin
Simon R. Gerlin
/s/ Pamela A. Hamlin
Pamela A. Hamlin
/s/ Kathryn M. Hinderhofer
Kathryn M. Hinderhofer
/s/ Edward F. Jankowski
Edward F. Jankowski
/s/ Hambleton Lord
Hambleton Lord
/s/ Thalia M. Meehan
Thalia M. Meehan
/s/ Daniel R. Morrison
Daniel R. Morrison
/s/ Leon A. Palandjian
Leon A. Palandjian
/s/ Laila S. Partridge
Laila S. Partridge
/s/ Jody A. Rose
Jody A. Rose
/s/ Cathleen A. Schmidt
Cathleen A. Schmidt
/s/ R. Gregg Stone
R. Gregg Stone
/s/ Mark D. Thompson
Mark D. Thompson
Title
Chairman, President & Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Director
Executive Vice President and
Chief Banking Officer
Director
Director
Director
Director
Director
Director
Director
Chief Executive Officer New
Hampshire Market and Director
Director
Director
Director
Director
Director
Director
113
Date
March 15, 2021
March 15, 2021
March 15, 2021
March 15, 2021
March 15, 2021
March 15, 2021
March 15, 2021
March 15, 2021
March 15, 2021
March 15, 2021
March 15, 2021
March 15, 2021
March 15, 2021
March 15,2021
March 15, 2021
March 15, 2021
March 15, 2021
March 15, 2021
[THIS PAGE INTENTIONALLY LEFT BLANK]
2020 Annual Report
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(cid:41)(cid:77)(cid:86)(cid:73)(cid:71)(cid:88)(cid:83)(cid:86)(cid:87)
(cid:47)(cid:73)(cid:69)(cid:82)(cid:73)(cid:88)(cid:88)(cid:73)(cid:3)(cid:44)(cid:19)(cid:3)(cid:40)(cid:80)(cid:83)(cid:89)(cid:75)(cid:76)
(cid:123)(cid:377)(cid:229)(cid:382)(cid:286)(cid:218)(cid:229)(cid:315)(cid:402)(cid:400)(cid:177)(cid:315)(cid:218)(cid:400)(cid:26)(cid:282)(cid:286)(cid:229)(cid:252)(cid:400)(cid:41)(cid:452)(cid:229)(cid:207)(cid:419)(cid:402)(cid:286)(cid:445)(cid:229)(cid:400)(cid:107)(cid:254)(cid:207)(cid:229)(cid:377)
Mount Auburn Hospital
(cid:47)(cid:83)(cid:72)(cid:93)(cid:3)(cid:38)(cid:19)(cid:3)(cid:55)(cid:83)(cid:87)(cid:73)
President
New England Venture Capital Association
(cid:56)(cid:76)(cid:83)(cid:81)(cid:69)(cid:87)(cid:3)(cid:47)(cid:19)(cid:3)(cid:43)(cid:83)(cid:82)(cid:88)(cid:69)(cid:77)(cid:82)(cid:73)
(cid:41)(cid:452)(cid:229)(cid:207)(cid:419)(cid:402)(cid:286)(cid:445)(cid:229)(cid:400)(cid:154)(cid:286)(cid:207)(cid:229)(cid:400)(cid:123)(cid:377)(cid:229)(cid:382)(cid:286)(cid:218)(cid:229)(cid:315)(cid:402)(cid:400)(cid:177)(cid:315)(cid:218)(cid:400)(cid:26)(cid:282)(cid:286)(cid:229)(cid:252)(cid:400)(cid:24)(cid:177)(cid:315)(cid:299)(cid:286)(cid:315)(cid:271)(cid:400)(cid:107)(cid:254)(cid:207)(cid:229)(cid:377)
Cambridge Trust
(cid:40)(cid:69)(cid:88)(cid:76)(cid:80)(cid:73)(cid:73)(cid:82)(cid:3)(cid:38)(cid:19)(cid:3)(cid:8)(cid:71)(cid:76)(cid:81)(cid:77)(cid:72)(cid:88)
Executive Director and CEO
McLane Middleton Professional Association
(cid:40)(cid:76)(cid:86)(cid:77)(cid:87)(cid:88)(cid:77)(cid:82)(cid:73)(cid:3)(cid:43)(cid:89)(cid:71)(cid:76)(cid:87)
Retired Equity Analyst and Sector Portfolio Manager
Wellington Management
(cid:41)(cid:73)(cid:82)(cid:77)(cid:87)(cid:3)(cid:48)(cid:19)(cid:3)(cid:8)(cid:76)(cid:73)(cid:69)(cid:76)(cid:69)(cid:82)
(cid:26)(cid:282)(cid:177)(cid:286)(cid:377)(cid:311)(cid:177)(cid:315)(cid:216)(cid:400)(cid:123)(cid:377)(cid:229)(cid:382)(cid:286)(cid:218)(cid:229)(cid:315)(cid:402)(cid:400)(cid:177)(cid:315)(cid:218)(cid:400)(cid:26)(cid:282)(cid:286)(cid:229)(cid:252)(cid:400)(cid:41)(cid:452)(cid:229)(cid:207)(cid:419)(cid:402)(cid:286)(cid:445)(cid:229)(cid:400)(cid:107)(cid:254)(cid:207)(cid:229)(cid:377)
Cambridge Bancorp and Cambridge Trust Company
(cid:8)(cid:77)(cid:81)(cid:83)(cid:82)(cid:3)(cid:55)(cid:19)(cid:3)(cid:44)(cid:73)(cid:86)(cid:80)(cid:77)(cid:82)
(cid:26)(cid:282)(cid:286)(cid:229)(cid:252)(cid:400)(cid:56)(cid:286)(cid:315)(cid:177)(cid:315)(cid:207)(cid:286)(cid:177)(cid:302)(cid:400)(cid:107)(cid:254)(cid:207)(cid:229)(cid:377)(cid:400)(cid:177)(cid:315)(cid:218)(cid:400)(cid:41)(cid:452)(cid:229)(cid:207)(cid:419)(cid:402)(cid:286)(cid:445)(cid:229)(cid:400)(cid:154)(cid:286)(cid:207)(cid:229)(cid:400)(cid:123)(cid:377)(cid:229)(cid:382)(cid:286)(cid:218)(cid:229)(cid:315)(cid:402)(cid:400)
of Finance
MassDevelopment
(cid:53)(cid:69)(cid:81)(cid:73)(cid:80)(cid:69)(cid:3)(cid:38)(cid:19)(cid:3)(cid:45)(cid:69)(cid:81)(cid:80)(cid:77)(cid:82)
President
York Creative Collective
(cid:48)(cid:69)(cid:88)(cid:76)(cid:86)(cid:93)(cid:82)(cid:3)(cid:50)(cid:19)(cid:3)(cid:45)(cid:77)(cid:82)(cid:72)(cid:73)(cid:86)(cid:76)(cid:83)(cid:74)(cid:73)(cid:86)
Retired Executive Vice President of Operations
and Technology
National Bank Holdings Corp
(cid:42)(cid:72)(cid:91)(cid:69)(cid:86)(cid:72)(cid:3)(cid:43)(cid:19)(cid:3)(cid:47)(cid:69)(cid:82)(cid:79)(cid:83)(cid:91)(cid:87)(cid:79)(cid:77)
Retired Senior Vice President-Residential Lending
and Corporate Compliance
Rockland Trust Company
(cid:45)(cid:69)(cid:81)(cid:70)(cid:80)(cid:73)(cid:88)(cid:83)(cid:82)(cid:3)(cid:41)(cid:19)(cid:3)(cid:49)(cid:83)(cid:86)(cid:72)
Managing Director
Launchpad Venture Group
Co-Founder
Seraf
(cid:56)(cid:76)(cid:69)(cid:80)(cid:77)(cid:69)(cid:3)(cid:50)(cid:19)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:69)(cid:82)
Retired Team Lead and Portfolio Manager
Putnam Investments
(cid:41)(cid:69)(cid:82)(cid:77)(cid:73)(cid:80)(cid:3)(cid:55)(cid:19)(cid:3)(cid:50)(cid:83)(cid:86)(cid:86)(cid:77)(cid:87)(cid:83)(cid:82)
(cid:26)(cid:282)(cid:286)(cid:229)(cid:252)(cid:400)(cid:41)(cid:452)(cid:229)(cid:207)(cid:419)(cid:402)(cid:286)(cid:445)(cid:229)(cid:400)(cid:107)(cid:254)(cid:207)(cid:229)(cid:377)
Cambridge Trust New Hampshire
(cid:49)(cid:73)(cid:83)(cid:82)(cid:3)(cid:38)(cid:19)(cid:3)(cid:53)(cid:69)(cid:80)(cid:69)(cid:82)(cid:72)(cid:78)(cid:77)(cid:69)(cid:82)
(cid:26)(cid:282)(cid:286)(cid:229)(cid:252)(cid:400)(cid:127)(cid:286)(cid:382)(cid:299)(cid:400)(cid:107)(cid:254)(cid:207)(cid:229)(cid:377)
Intercontinental Capital Management, LLC
(cid:49)(cid:69)(cid:77)(cid:80)(cid:69)(cid:3)(cid:8)(cid:19)(cid:3)(cid:53)(cid:69)(cid:86)(cid:88)(cid:86)(cid:77)(cid:72)(cid:75)(cid:73)
Contingent Managing Director
Techstars, Inc.
(cid:55)(cid:19)(cid:3)(cid:44)(cid:86)(cid:73)(cid:75)(cid:75)(cid:3)(cid:8)(cid:88)(cid:83)(cid:82)(cid:73)
Lead Director
Cambridge Bancorp and Cambridge Trust Company
Manager
Kestrel Management, LLC
(cid:50)(cid:69)(cid:86)(cid:79)(cid:3)(cid:41)(cid:19)(cid:3)(cid:56)(cid:76)(cid:83)(cid:81)(cid:84)(cid:87)(cid:83)(cid:82)
Retired President
Cambridge Bancorp and Cambridge Trust Company
(cid:52)(cid:509)(cid:71)(cid:73)(cid:86)(cid:87)
(cid:50)(cid:77)(cid:71)(cid:76)(cid:69)(cid:73)(cid:80)(cid:3)(cid:43)(cid:19)(cid:3)(cid:40)(cid:69)(cid:86)(cid:83)(cid:88)(cid:73)(cid:82)(cid:89)(cid:88)(cid:83)
(cid:132)(cid:229)(cid:315)(cid:286)(cid:327)(cid:377)(cid:400)(cid:154)(cid:286)(cid:207)(cid:229)(cid:400)(cid:123)(cid:377)(cid:229)(cid:382)(cid:286)(cid:218)(cid:229)(cid:315)(cid:402)(cid:400)(cid:177)(cid:315)(cid:218)(cid:400)(cid:26)(cid:282)(cid:286)(cid:229)(cid:252)(cid:400)(cid:56)(cid:286)(cid:315)(cid:177)(cid:315)(cid:207)(cid:286)(cid:177)(cid:302)(cid:400)(cid:107)(cid:254)(cid:207)(cid:229)(cid:377)
(cid:50)(cid:69)(cid:86)(cid:88)(cid:77)(cid:82)(cid:3)(cid:39)(cid:19)(cid:3)(cid:50)(cid:77)(cid:80)(cid:80)(cid:69)(cid:82)(cid:73)(cid:3)(cid:47)(cid:86)(cid:19)
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Puneet Nevatia
(cid:132)(cid:229)(cid:315)(cid:286)(cid:327)(cid:377)(cid:400)(cid:154)(cid:286)(cid:207)(cid:229)(cid:400)(cid:123)(cid:377)(cid:229)(cid:382)(cid:286)(cid:218)(cid:229)(cid:315)(cid:402)(cid:400)(cid:177)(cid:315)(cid:218)(cid:400)(cid:26)(cid:282)(cid:286)(cid:229)(cid:252)(cid:400)(cid:70)(cid:315)(cid:252)(cid:327)(cid:377)(cid:311)(cid:177)(cid:402)(cid:286)(cid:327)(cid:315)(cid:400)(cid:107)(cid:254)(cid:207)(cid:229)(cid:377)
(cid:47)(cid:73)(cid:82)(cid:82)(cid:77)(cid:74)(cid:73)(cid:86)(cid:3)(cid:38)(cid:19)(cid:3)(cid:53)(cid:80)(cid:77)(cid:82)(cid:73)(cid:17)(cid:3)(cid:40)(cid:43)(cid:38)
Executive Vice President and Head of Wealth Management
Pilar Pueyo
Senior Vice President and Director of Human Resources
(cid:47)(cid:83)(cid:76)(cid:82)(cid:3)(cid:47)(cid:19)(cid:3)(cid:8)(cid:89)(cid:80)(cid:80)(cid:77)(cid:90)(cid:69)(cid:82)
Senior Vice President and Director of Consumer Lending
(cid:47)(cid:73)(cid:82)(cid:82)(cid:77)(cid:74)(cid:73)(cid:86)(cid:3)(cid:50)(cid:19)(cid:3)(cid:59)(cid:77)(cid:80)(cid:80)(cid:77)(cid:87)
(cid:132)(cid:229)(cid:315)(cid:286)(cid:327)(cid:377)(cid:400)(cid:154)(cid:286)(cid:207)(cid:229)(cid:400)(cid:123)(cid:377)(cid:229)(cid:382)(cid:286)(cid:218)(cid:229)(cid:315)(cid:402)(cid:400)(cid:177)(cid:315)(cid:218)(cid:400)(cid:26)(cid:282)(cid:286)(cid:229)(cid:252)(cid:400)(cid:97)(cid:177)(cid:377)(cid:299)(cid:229)(cid:402)(cid:286)(cid:315)(cid:271)(cid:400)(cid:107)(cid:254)(cid:207)(cid:229)(cid:377)
(cid:59)(cid:73)(cid:69)(cid:80)(cid:88)(cid:76)(cid:3)(cid:50)(cid:69)(cid:82)(cid:69)(cid:75)(cid:73)(cid:81)(cid:73)(cid:82)(cid:88)(cid:3)(cid:52)(cid:509)(cid:71)(cid:73)(cid:87)
(cid:50)(cid:69)(cid:87)(cid:87)(cid:69)(cid:71)(cid:76)(cid:89)(cid:87)(cid:73)(cid:88)(cid:88)(cid:87)
Boston
75 State Street, 18th Floor
Boston, MA 02109
617-876-5500
Wellesley
100 Worcester Street, Suite 300
Wellesley, MA 02481
(cid:51)(cid:73)(cid:91)(cid:3)(cid:45)(cid:69)(cid:81)(cid:84)(cid:87)(cid:76)(cid:77)(cid:86)(cid:73)
(cid:40)(cid:83)(cid:82)(cid:71)(cid:83)(cid:86)(cid:72)
49 South Main Street, Suite 203
Concord, NH 03301
603-226-1212
(cid:50)(cid:69)(cid:82)(cid:71)(cid:76)(cid:73)(cid:87)(cid:88)(cid:73)(cid:86)
1000 Elm Street, Suite 201
Manchester, NH 03101
603-657-9015
(cid:53)(cid:83)(cid:86)(cid:88)(cid:87)(cid:81)(cid:83)(cid:89)(cid:88)(cid:76)
Two Harbour Place, First Floor
Portsmouth, NH 03801
603-373-6010
Corporate Headquarters
Harvard Square
1336 Massachusetts Avenue
Cambridge, MA 02138
617-876-2790
(cid:53)(cid:86)(cid:77)(cid:90)(cid:69)(cid:88)(cid:73)(cid:3)(cid:39)(cid:69)(cid:82)(cid:79)(cid:77)(cid:82)(cid:75)(cid:3)(cid:52)(cid:509)(cid:71)(cid:73)(cid:87)
(cid:50)(cid:69)(cid:87)(cid:87)(cid:69)(cid:71)(cid:76)(cid:89)(cid:87)(cid:73)(cid:88)(cid:88)(cid:87)
Belmont
361 Trapelo Road
Belmont, MA 02478
617-484-0892
(cid:39)(cid:83)(cid:87)(cid:88)(cid:83)(cid:82)(cid:3)(cid:18)(cid:3)(cid:39)(cid:73)(cid:69)(cid:71)(cid:83)(cid:82)(cid:3)(cid:45)(cid:77)(cid:80)(cid:80)
65 Beacon Street
Boston, MA 02108
617-523-3551
(cid:39)(cid:83)(cid:87)(cid:88)(cid:83)(cid:82)(cid:3)(cid:18)(cid:3)(cid:43)(cid:77)(cid:82)(cid:69)(cid:82)(cid:71)(cid:77)(cid:69)(cid:80)(cid:3)(cid:41)(cid:77)(cid:87)(cid:88)(cid:86)(cid:77)(cid:71)(cid:88)
One Federal Street
Boston, MA 02110
617-778-5860
Cambridge - Harvard Square
1336 Massachusetts Avenue
Cambridge, MA 02138
617-876-2790
Cambridge - Huron Village
353 Huron Avenue
Cambridge, MA 02138
617-661-1317
Cambridge - Kendall Square
415 Main Street
Cambridge, MA 02142
617-441-0951
Cambridge - Porter Square
1720 Massachusetts Avenue
Cambridge, MA 02138
617-661-0398
(cid:40)(cid:83)(cid:82)(cid:71)(cid:83)(cid:86)(cid:72)
75 Main Street
Concord, MA 01742
978-369-9909
Lexington
1690 Massachusetts Avenue
Lexington, MA 02420
781-863-0976
(cid:51)(cid:73)(cid:73)(cid:72)(cid:76)(cid:69)(cid:81)
865 Central Ave., H-302
Needham, MA 02492
781-489-7040
Newton Centre
776-1 Beacon Street
Newton Centre, MA 02459
617-778-5888
Wellesley - Lower Falls
29 Washington Street
Wellesley, MA 02481
781-489-4500
Wellesley - Linden Square
197 Linden Street
Wellesley, MA 02482
781-489-7630
Wellesley - Wellesley Square
40 Central Street
Wellesley, MA 02482
781-489-7600
Weston
494 Boston Post Road
Weston, MA 02493
781-893-5500
(cid:51)(cid:73)(cid:91)(cid:3)(cid:45)(cid:69)(cid:81)(cid:84)(cid:87)(cid:76)(cid:77)(cid:86)(cid:73)
Bedford
99 South River Road
Bedford, NH 03110
603-488-6040
(cid:41)(cid:83)(cid:90)(cid:73)(cid:86)
920 Central Avenue
Dover, NH 03820
603-516-1175
(cid:51)(cid:83)(cid:86)(cid:88)(cid:76)(cid:3)(cid:45)(cid:69)(cid:81)(cid:84)(cid:88)(cid:83)(cid:82)
26 Lafayette Road
North Hampton, NH 03862
603-433-9633
(cid:53)(cid:83)(cid:86)(cid:88)(cid:87)(cid:81)(cid:83)(cid:89)(cid:88)(cid:76)
143 Daniel Street
Portsmouth, NH 03801
603-433-9611
(cid:53)(cid:83)(cid:86)(cid:88)(cid:87)(cid:81)(cid:83)(cid:89)(cid:88)(cid:76)(cid:3)(cid:18)(cid:3)(cid:53)(cid:73)(cid:69)(cid:87)(cid:73)(cid:3)(cid:56)(cid:86)(cid:69)(cid:72)(cid:73)(cid:84)(cid:83)(cid:86)(cid:88)
20 International Drive
Portsmouth, NH 03801
603-433-9655
(cid:8)(cid:88)(cid:86)(cid:69)(cid:88)(cid:76)(cid:69)(cid:81)
17 Portsmouth Avenue
Stratham, NH 03885
603-773-5222
Parent of Cambridge Trust Company
NASDAQ: CATC
cambridgetrust.com