The accompanying notes are an integral part of these consolidated financial statements.
5
The Bank of N.T. Butterfield & Son Limited
Consolidated Statements of Cash Flows (unaudited)
(In thousands of US dollars)
Nine months ended
September 30, 2024
September 30, 2023
Cash flows from operating activities
Net income
156,738
171,950
Adjustments to reconcile net income to operating cash flows
Depreciation, accretion and amortization
33,952
26,850
Provision for credit losses (recoveries)
1,390
2,729
Share-based payments and settlements
15,989
15,081
Net change in equity securities at fair value
—
236
Net realized (gains) losses on available-for-sale investments
—
14
Net (gains) losses on other real estate owned
(68)
(38)
(Increase) decrease in carrying value of equity method investments
387
209
Dividends received from equity method investments
110
5,216
Net other non-cash movements
—
1,089
Changes in operating assets and liabilities
(Increase) decrease in accrued interest receivable and other assets
21,646
(30,995)
Increase (decrease) in employee benefit plans, accrued interest payable and other liabilities
(1,146)
(6,351)
Cash provided by (used in) operating activities
228,998
185,990
Cash flows from investing activities
Net (increase) decrease in securities purchased under agreements to resell
(955,524)
(94,242)
Short-term investments other than restricted cash: proceeds from maturities and sales
2,007,287
1,595,489
Short-term investments other than restricted cash: purchases
(1,581,580)
(1,394,737)
Available-for-sale investments: proceeds from sale
—
5,586
Available-for-sale investments: proceeds from maturities and pay downs
462,660
240,789
Available-for-sale investments: purchases
(663,513)
(71,859)
Held-to-maturity investments: proceeds from maturities and pay downs
197,357
216,951
Held-to-maturity investments: purchases
(37,712)
—
Net (increase) decrease in loans
187,635
375,529
Additions to premises, equipment and computer software
(12,909)
(21,409)
Proceeds from sale of other real estate owned
530
359
Purchase of intangible assets
(481)
—
Cash provided by (used in) investing activities
(396,250)
852,456
Cash flows from financing activities
Net increase (decrease) in deposits
590,610
(1,180,727)
Net increase (decrease) in securities sold under agreement to repurchase
96,049
—
Repayment of long-term debt
—
(75,000)
Common shares repurchased
(108,030)
(55,023)
Cash dividends paid on common shares
(60,348)
(65,250)
Cash provided by (used in) financing activities
518,281
(1,376,000)
Net effect of exchange rates on cash, cash equivalents and restricted cash
84,232
(1,955)
Net increase (decrease) in cash, cash equivalents and restricted cash
435,261
(339,509)
Cash, cash equivalents and restricted cash: beginning of period
1,672,260
2,116,546
Cash, cash equivalents and restricted cash: end of period
2,107,521
1,777,037
Components of cash, cash equivalents and restricted cash at end of period
Cash and cash equivalents
2,067,189
1,749,778
Restricted cash included in short-term investments on the consolidated balance sheets
40,332
27,259
Total cash, cash equivalents and restricted cash at end of period
2,107,521
1,777,037
Supplemental disclosure of non-cash items
Transfer to (out of) other real estate owned
87
336
Initial recognition of right-of-use assets and operating lease liabilities
1,262
—
The accompanying notes are an integral part of these consolidated financial statements.
6
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited)
(In thousands of US dollars, unless otherwise stated)
Note 1: Nature of business
The Bank of N.T. Butterfield & Son Limited (“Butterfield”, the “Bank” or the “Company”) is incorporated under the laws of Bermuda and has a banking license under the Banks and Deposit Companies Act, 1999 (“the Act”). Butterfield is regulated by the Bermuda Monetary Authority (“BMA”), which operates in accordance with Basel principles.
Butterfield is a full service bank and wealth manager headquartered in Hamilton, Bermuda. The Bank operates its business through three geographic segments: Bermuda, Cayman, and the Channel Islands and the United Kingdom ("UK"), where its principal banking operations are located and where it offers specialized financial services. Butterfield offers banking services, comprised of retail and corporate banking, and wealth management, which consists of trust, private banking, and asset management. In the Bermuda, Cayman, and Channel Islands and the UK segments, Butterfield offers both banking and wealth management services. Butterfield also has operations in the jurisdictions of The Bahamas, Canada, Mauritius, Singapore and Switzerland, which are included in our Other segment.
The Bank's common shares trade on the New York Stock Exchange under the symbol "NTB" and on the Bermuda Stock Exchange ("BSX") under the symbol "NTB.BH".
Note 2: Significant accounting policies
The accompanying unaudited interim consolidated financial statements of the Bank have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in conjunction with the Bank’s audited financial statements for the year ended December 31, 2023.
In the opinion of Management, these unaudited interim consolidated financial statements reflect all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair statement of the Bank’s financial position and results of operations as at the end of and for the periods presented. The Bank’s results for interim periods are not necessarily indicative of results for the full year.
The preparation of financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period, and actual results could differ from those estimates. Management believes that the most critical accounting estimates upon which the financial condition depends, and which involve the most complex or subjective decisions or assessments, are as follows:
•Allowance for credit losses
•Fair value of financial instruments
•Impairment of goodwill
•Employee benefit plans
•Share-based compensation
New Accounting Pronouncements
There were no accounting developments issued during the nine months ended September 30, 2024 or accounting standards pending adoption which impacted the Bank.
Note 3: Cash and cash equivalents
September 30, 2024
December 31, 2023
Non-interest bearing
Cash and demand deposits with banks
103,843
91,826
Interest bearing
Demand deposits with banks
270,733
151,104
Cash equivalents
1,692,613
1,403,718
Sub-total - Interest bearing
1,963,346
1,554,822
Total cash and cash equivalents
2,067,189
1,646,648
Note 4: Short-term investments
September 30, 2024
December 31, 2023
Unrestricted
Maturing within three months
238,265
639,133
Maturing between three to six months
310,062
321,850
Maturing between six to twelve months
18,089
51,442
Total unrestricted short-term investments
566,416
1,012,425
Affected by drawing restrictions related to minimum reserve and derivative margin requirements
Interest earning demand and term deposits
40,332
25,612
Total restricted short-term investments
40,332
25,612
Total short-term investments
606,748
1,038,037
7
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Note 5: Investment in securities
Amortized Cost, Carrying Amount and Fair Value
On the consolidated balance sheets, available-for-sale ("AFS") investments are carried at fair value and held-to-maturity ('HTM') investments are carried at amortized cost.
September 30, 2024
December 31, 2023
Amortized cost
Gross unrealized gains
Gross unrealized losses
Fair value
Amortized cost
Gross unrealized gains
Gross unrealized losses
Fair value
Available-for-sale
US government and federal agencies
2,166,163
8,292
(122,952)
2,051,503
1,721,278
1,382
(158,875)
1,563,785
Non-US governments debt securities
100,177
—
(1,186)
98,991
254,532
—
(4,355)
250,177
Asset-backed securities - Student loans
40
—
—
40
40
—
—
40
Residential mortgage-backed securities
17,602
—
(1,297)
16,305
19,200
—
(2,073)
17,127
Total available-for-sale
2,283,982
8,292
(125,435)
2,166,839
1,995,050
1,382
(165,303)
1,831,129
Held-to-maturity¹
US government and federal agencies
3,300,945
822
(419,856)
2,881,911
3,461,097
—
(484,388)
2,976,709
Total held-to-maturity
3,300,945
822
(419,856)
2,881,911
3,461,097
—
(484,388)
2,976,709
¹For the nine months ended September 30, 2024 and September 30, 2023, impairments recognized in other comprehensive income for HTM investments were nil.
Investments with Unrealized Loss Positions
The Bank does not believe that the AFS debt securities that were in an unrealized loss position as of September 30, 2024, comprising 164 securities representing 73.7% of the AFS portfolios' carrying value (December 31, 2023: 163 and 96.2%), represent credit losses. Total gross unrealized AFS losses were 7.9% of the fair value of the affected securities (December 31, 2023: 9.4%).
The Bank’s HTM debt securities are comprised of US government and federal agencies securities and have a zero credit loss assumption under the CECL model. HTM debt securities that were in an unrealized loss position as of September 30, 2024, were comprised of 219 securities representing 98.9% of the HTM portfolios’ carrying value (December 31, 2023: 219 and 100%). Total gross unrealized HTM losses were 14.8% of the fair value of affected securities (December 31, 2023: 16.3%).
Management does not intend to sell and it is likely that management will not be required to sell the securities prior to the anticipated recovery of the cost of these securities. Unrealized losses were attributable primarily to changes in market interest rates, relative to when the investment securities were purchased, and not due to a decrease in the credit quality of the investment securities. The issuers continue to make timely principal and interest payments on the securities. The following describes the processes for identifying credit impairment in security types with the most significant unrealized losses as shown in the preceding tables.
Management believes that all the US government and federal agencies securities do not have any credit losses, given the explicit and implicit guarantees provided by the US federal government.
Management believes that all the Non-US governments debt securities do not have any credit losses, given the explicit guarantee provided by the issuing government.
Investments in Asset-backed securities - Student loans are composed primarily of securities collateralized by Federal Family Education Loan Program loans (“FFELP loans”). FFELP loans benefit from a US federal government guarantee of at least 97% of defaulted principal and accrued interest, with additional credit support provided in the form of over-collateralization, subordination and excess spread, which collectively total in excess of 100%. Accordingly, the vast majority of FFELP loan-backed securities are not exposed to traditional consumer credit risk.
Investments in Residential mortgage-backed securities relate to 13 securities (December 31, 2023: 13) which are rated AAA and possess similar significant credit enhancement as described above. No credit losses were recognized on these securities as the weighted average credit support and the weighted average loan-to-value ratios range from 15.6% - 49.8% and 44.2% - 53.2%, respectively. Current credit support is significantly greater than any delinquencies experienced on the underlying mortgages.
In the following tables, debt securities with unrealized losses that are not deemed to be credit impaired and for which an allowance for credit losses has not been recorded are categorized as being in a loss position for "less than 12 months" or "12 months or more" based on the point in time that the fair value most recently declined below the amortized
cost basis.
8
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Less than 12 months
12 months or more
September 30, 2024
Fair value
Gross unrealized losses
Fair value
Gross unrealized losses
Total fair value
Total gross unrealized losses
Available-for-sale securities with unrealized losses
US government and federal agencies
237,033
(639)
1,245,182
(122,313)
1,482,215
(122,952)
Non-US governments debt securities
—
—
98,991
(1,186)
98,991
(1,186)
Asset-backed securities - Student loans
—
—
40
—
40
—
Residential mortgage-backed securities
—
—
16,305
(1,297)
16,305
(1,297)
Total available-for-sale securities with unrealized losses
237,033
(639)
1,360,518
(124,796)
1,597,551
(125,435)
Held-to-maturity securities with unrealized losses
US government and federal agencies
—
—
2,843,469
(419,856)
2,843,469
(419,856)
Less than 12 months
12 months or more
December 31, 2023
Fair value
Gross unrealized losses
Fair value
Gross unrealized losses
Total fair value
Total gross unrealized losses
Available-for-sale securities with unrealized losses
US government and federal agencies
7,855
(137)
1,486,104
(158,738)
1,493,959
(158,875)
Non-US governments debt securities
—
—
250,177
(4,355)
250,177
(4,355)
Asset-backed securities - Student loans
—
—
40
—
40
—
Residential mortgage-backed securities
—
—
17,127
(2,073)
17,127
(2,073)
Total available-for-sale securities with unrealized losses
7,855
(137)
1,753,448
(165,166)
1,761,303
(165,303)
Held-to-maturity securities with unrealized losses
US government and federal agencies
—
—
2,976,709
(484,388)
2,976,709
(484,388)
Investment Maturities
The following table presents the remaining term to contractual maturity of the Bank’s securities. The actual maturities may differ as certain securities offer prepayment options to the borrowers.
Remaining term to maturity
September 30, 2024
Within 3 months
3 to 12 months
1 to 5 years
5 to 10 years
Over 10 years
No specific or single maturity
Carrying amount
Available-for-sale
US government and federal agencies
—
—
961,056
—
—
1,090,447
2,051,503
Non-US governments debt securities
—
98,991
—
—
—
—
98,991
Asset-backed securities - Student loans
—
—
—
—
—
40
40
Residential mortgage-backed securities
—
—
—
—
—
16,305
16,305
Total available-for-sale
—
98,991
961,056
—
—
1,106,792
2,166,839
Held-to-maturity
US government and federal agencies
—
—
—
—
—
3,300,945
3,300,945
Pledged Investments
The Bank pledges certain US government and federal agencies investment securities to further secure the Bank's issued customer deposit products. The secured party does not have the right to sell or repledge the collateral.
The Bank also pledges certain non-US governments debt investment securities to secure the Bank's repurchase agreements. Where the secured party has the right to sell or repledge the collateral, the Bank discloses such pledged financial assets separately in the accompanying consolidated balance sheets.
9
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Sale Proceeds and Realized Gains and Losses of AFS Securities
Nine months ended
September 30, 2024
September 30, 2023
Sale proceeds
Gross realized gains
Gross realized (losses)
Sale proceeds
Gross realized gains
Gross realized (losses)
Asset-backed securities - Student loans
—
—
—
5,586
—
(14)
Total
—
—
—
5,586
—
(14)
Taxability of Interest Income
None of the investments' interest income have received a specific preferential income tax treatment in any of the jurisdictions in which the Bank owns investments.
Note 6: Loans
The principal means of securing residential mortgages, personal, credit card and business loans are entitlements over assets and guarantees. Mortgage loans are generally repayable over periods of up to thirty years and personal and business loans are generally repayable over a period of five to ten years, depending on the purpose. Government loans are repayable over a variety of terms which are individually negotiated. Amounts owing on credit cards are revolving and typically a minimum amount is due within 30 days from billing. The credit card portfolio is managed as a single portfolio and includes consumer and business cards. The effective yield on total loans as at September 30, 2024 is 6.39% (December 31, 2023: 6.46%). The interest receivable on total loans as at September 30, 2024 is $15.0 million (December 31, 2023: $23.1 million). The interest receivable is included in Accrued interest and other assets on the consolidated balance sheets and is excluded from all loan amounts disclosed in this note.
Loans' Credit Quality
The four credit quality classifications set out in the following tables are defined below and describe the credit quality of the Bank's lending portfolio. These classifications each encompass a range of more granular internal credit rating grades. Loans' internal credit ratings are assigned by the Bank's customer relationship managers as well as members of the Bank's jurisdictional and Group Credit Committees. The borrowers' financial condition is documented at loan origination and maintained periodically thereafter at a frequency which can be up to monthly for certain loans. The loans' performing status, as well as current economic trends, are continuously monitored. The Bank's jurisdictional and Group Credit Committees meet on a monthly basis. The Bank also has a Group Provisions and Impairments Committee which is responsible for approving significant provisions and other impairment charges.
A pass loan shall mean a loan that is expected to be repaid as agreed. A loan is classified as pass where the Bank is not expected to face repayment difficulties because the present and projected cash flows are sufficient to repay the debt and the repayment schedule as established by the agreement is being followed. Loans in this category are reviewed by the Bank’s management on at least an annual basis.
A special mention loan shall mean a loan under close monitoring by the Bank’s management on at least a quarterly basis. Loans in this category are currently still performing, but are potentially weak and present an undue credit risk exposure, but not to the point of justifying a classification of substandard.
A substandard loan shall mean a loan whose evident unreliability makes repayment doubtful and there is a threat of loss to the Bank unless the unreliability is averted. Loans in this category are under close monitoring by the Bank’s management on at least a quarterly basis.
A non-accrual loan shall mean either management is of the opinion full payment of principal or interest is in doubt or that the principal or interest is 90 days past due unless it is a residential mortgage loan which is well secured and collection efforts are reasonably expected to result in amounts due. Loans in this category are under close monitoring by the Bank’s management on at least a quarterly basis.
10
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
The amortized cost of loans by credit quality classification and allowance for expected credit losses by class of loans is as follows:
September 30, 2024
Pass
Special mention
Substandard
Non-accrual
Total amortized cost
Allowance for expected credit losses
Total net loans
Commercial loans
Government
281,960
—
—
—
281,960
(576)
281,384
Commercial and industrial
226,526
254
798
18,041
245,619
(10,638)
234,981
Commercial overdrafts
123,841
1,338
—
—
125,179
(87)
125,092
Total commercial loans
632,327
1,592
798
18,041
652,758
(11,301)
641,457
Commercial real estate loans
Commercial mortgage
557,767
1,018
2,367
17,546
578,698
(3,971)
574,727
Construction
14,053
—
—
—
14,053
—
14,053
Total commercial real estate loans
571,820
1,018
2,367
17,546
592,751
(3,971)
588,780
Consumer loans
Automobile financing
18,079
—
7
145
18,231
(38)
18,193
Credit card
86,766
—
313
—
87,079
(1,806)
85,273
Overdrafts
40,129
—
—
32
40,161
(345)
39,816
Other consumer1
51,105
—
838
840
52,783
(944)
51,839
Total consumer loans
196,079
—
1,158
1,017
198,254
(3,133)
195,121
Residential mortgage loans
3,007,392
9,331
160,142
52,970
3,229,835
(7,386)
3,222,449
Total
4,407,618
11,941
164,465
89,574
4,673,598
(25,791)
4,647,807
1 Other consumer loans’ amortized cost includes $11 million of cash and portfolio secured lending and $32 million of lending secured by buildings in construction or other collateral.
December 31, 2023
Pass
Special mention
Substandard
Non-accrual
Total amortized cost
Allowance for expected credit losses
Total net loans
Commercial loans
Government
274,854
—
—
—
274,854
(848)
274,006
Commercial and industrial
258,325
626
853
18,392
278,196
(10,133)
268,063
Commercial overdrafts
116,859
1,689
159
87
118,794
(267)
118,527
Total commercial loans
650,038
2,315
1,012
18,479
671,844
(11,248)
660,596
Commercial real estate loans
Commercial mortgage
590,276
1,484
1,842
3,133
596,735
(1,441)
595,294
Construction
10,981
—
—
—
10,981
—
10,981
Total commercial real estate loans
601,257
1,484
1,842
3,133
607,716
(1,441)
606,275
Consumer loans
Automobile financing
18,823
—
—
139
18,962
(59)
18,903
Credit card
85,242
—
392
—
85,634
(1,744)
83,890
Overdrafts
42,673
—
—
42
42,715
(379)
42,336
Other consumer1
41,901
—
1,682
839
44,422
(914)
43,508
Total consumer loans
188,639
—
2,074
1,020
191,733
(3,096)
188,637
Residential mortgage loans
3,105,085
16,084
140,761
38,385
3,300,315
(9,974)
3,290,341
Total
4,545,019
19,883
145,689
61,017
4,771,608
(25,759)
4,745,849
1 Other consumer loans’ amortized cost includes $8 million of cash and portfolio secured lending and $27 million of lending secured by buildings in construction or other collateral.
11
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Based on the most recent analysis performed, the amortized cost of loans by year of origination and credit quality classification is as follows:
September 30, 2024
Pass
Special mention
Substandard
Non-accrual
Total amortized cost
Loans by origination year
2024
338,942
—
271
—
339,213
2023
408,529
—
49
850
409,428
2022
809,863
120
—
29
810,012
2021
452,033
822
—
—
452,855
2020
285,171
472
34,082
7,473
327,198
Prior
1,855,954
9,189
129,751
81,190
2,076,084
Overdrafts and credit cards
257,126
1,338
312
32
258,808
Total amortized cost
4,407,618
11,941
164,465
89,574
4,673,598
December 31, 2023
Pass
Special mention
Substandard
Non-accrual
Total amortized cost
Loans by origination year
2023
446,889
—
—
—
446,889
2022
868,598
141
—
1,024
869,763
2021
522,169
146
—
—
522,315
2020
364,225
457
25,534
12
390,228
2019
526,356
339
272
8,979
535,946
Prior
1,559,264
17,110
119,332
50,872
1,746,578
Overdrafts and credit cards
257,518
1,690
551
130
259,889
Total amortized cost
4,545,019
19,883
145,689
61,017
4,771,608
Age Analysis of Past Due Loans (Including Non-Accrual Loans)
The following tables summarize the past due status of the loans. The aging of past due amounts are determined based on the contractual delinquency status of payments under the loan and this aging may be affected by the timing of the last business day at period end. Loans less than 30 days past due are included in current loans.
September 30, 2024
30 - 59 days
60 - 89 days
90 days or more
Total past due loans
Total current
Total amortized cost
Commercial loans
Government
—
—
—
—
281,960
281,960
Commercial and industrial
3,499
800
17,242
21,541
224,078
245,619
Commercial overdrafts
—
—
—
—
125,179
125,179
Total commercial loans
3,499
800
17,242
21,541
631,217
652,758
Commercial real estate loans
Commercial mortgage
293
349
17,546
18,188
560,510
578,698
Construction
—
—
—
—
14,053
14,053
Total commercial real estate loans
293
349
17,546
18,188
574,563
592,751
Consumer loans
Automobile financing
117
22
129
268
17,963
18,231
Credit card
833
429
313
1,575
85,504
87,079
Overdrafts
—
—
32
32
40,129
40,161
Other consumer
33
727
745
1,505
51,278
52,783
Total consumer loans
983
1,178
1,219
3,380
194,874
198,254
Residential mortgage loans
21,152
15,129
161,075
197,356
3,032,479
3,229,835
Total amortized cost
25,927
17,456
197,082
240,465
4,433,133
4,673,598
12
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
December 31, 2023
30 - 59 days
60 - 89 days
90 days or more
Total past due loans
Total current
Total amortized cost
Commercial loans
Government
—
—
—
—
274,854
274,854
Commercial and industrial
—
—
18,392
18,392
259,804
278,196
Commercial overdrafts
—
—
87
87
118,707
118,794
Total commercial loans
—
—
18,479
18,479
653,365
671,844
Commercial real estate loans
Commercial mortgage
—
355
3,133
3,488
593,247
596,735
Construction
—
—
—
—
10,981
10,981
Total commercial real estate loans
—
355
3,133
3,488
604,228
607,716
Consumer loans
Automobile financing
124
42
112
278
18,684
18,962
Credit card
902
255
392
1,549
84,085
85,634
Overdrafts
—
—
42
42
42,673
42,715
Other consumer
—
89
2,296
2,385
42,037
44,422
Total consumer loans
1,026
386
2,842
4,254
187,479
191,733
Residential mortgage loans
23,483
17,559
102,224
143,266
3,157,049
3,300,315
Total amortized cost
24,509
18,300
126,678
169,487
4,602,121
4,771,608
Changes in Allowances For Credit Losses
Allowance for expected credit losses remained flat during the nine months ended September 30, 2024. As disclosed in Note 2 of the December 31, 2023 Audited Consolidated Financial Statements, the Bank continuously collects and maintains attributes related to financial instruments within the scope of CECL, including current conditions, and reasonable and supportable assumptions about future economic conditions.
Nine months ended September 30, 2024
Commercial
Commercial real estate
Consumer
Residential mortgage
Total
Balance at the beginning of period
11,248
1,441
3,096
9,974
25,759
Provision increase (decrease)
318
2,849
518
(2,267)
1,418
Recoveries of previous charge-offs
—
—
895
191
1,086
Charge-offs, by origination year
2024
—
—
—
—
—
2023
—
—
(2)
—
(2)
2022
—
—
—
—
—
2021
—
(146)
—
—
(146)
2020
—
(146)
—
—
(146)
Prior
(261)
(27)
(101)
(531)
(920)
Overdrafts and credit cards
(5)
—
(1,278)
—
(1,283)
Other
1
—
5
19
25
Allowances for expected credit losses at end of period
11,301
3,971
3,133
7,386
25,791
13
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Nine months ended September 30, 2023
Commercial
Commercial real estate
Consumer
Residential mortgage
Total
Balance at the beginning of period
12,143
884
2,696
9,238
24,961
Provision increase (decrease)
546
574
933
705
2,758
Recoveries of previous charge-offs
70
—
787
574
1,431
Charge-offs, by origination year
2023
—
—
—
—
—
2022
—
—
(29)
—
(29)
2021
—
—
(19)
—
(19)
2020
—
—
(20)
—
(20)
2019
—
—
(2)
—
(2)
Prior
(1,147)
(9)
(122)
(1,162)
(2,440)
Overdrafts and credit cards
(63)
—
(711)
—
(774)
Other
4
(1)
(18)
166
151
Allowances for expected credit losses at end of period
11,553
1,448
3,495
9,521
26,017
Collateral-dependent loans
Management identified that the repayment of certain commercial and consumer mortgage loans is expected to be provided substantially through the operation or the sale of the collateral pledged to the Bank ("collateral-dependent loans"). The Bank believes that for the vast majority of loans identified as collateral-dependent, the sale of the collateral will be sufficient to fully reimburse the loan's carrying amount.
Non-Performing Loans
During the nine months ended September 30, 2024, no interest was recognized on non-accrual loans. Non-performing loans at September 30, 2024 include PCD loans, which have all been on non-accrual status since their acquisition. No credit deteriorated loans were purchased during the period.
September 30, 2024
December 31, 2023
Non-accrual loans with an allowance
Non-accrual loans without an allowance
Past due 90 days or more and accruing
Total non- performing loans
Non-accrual loans with an allowance
Non-accrual loans without an allowance
Past due 90 days or more and accruing
Total non- performing loans
Commercial loans
Commercial and industrial
17,223
818
—
18,041
18,086
306
—
18,392
Commercial overdrafts
—
—
—
—
—
88
—
88
Total commercial loans
17,223
818
—
18,041
18,086
394
—
18,480
Commercial real estate loans
Commercial mortgage
17,428
118
—
17,546
1,958
1,175
—
3,133
Total commercial real estate loans
17,428
118
—
17,546
1,958
1,175
—
3,133
Consumer loans
Automobile financing
100
45
—
145
124
15
—
139
Credit card
—
—
313
313
—
—
392
392
Overdrafts
—
32
—
32
—
42
—
42
Other consumer
536
304
—
840
512
327
1,682
2,521
Total consumer loans
636
381
313
1,330
636
384
2,074
3,094
Residential mortgage loans
19,079
33,891
128,582
181,552
20,059
18,326
70,325
108,710
Total non-performing loans
54,366
35,208
128,895
218,469
40,739
20,279
72,399
133,417
14
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
The following table summarizes the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty during the nine-months ended September 30, 2024 and September 30, 2023.
Amortized cost basis
Weighted average financial effects
September 30, 2024
Term extension and interest rate reduction
Term extension
Interest rate reduction
In % of the class of loans
Months of term extension
Interest rate reduction
Commercial mortgage
—
—
642
0.1
%
—
3.0
%
Other consumer
—
59
787
1.6
%
34
4.0
%
Residential mortgage loans
20,868
1,592
5,264
0.9
%
28
1.9
%
Amortized cost basis
Weighted average financial effects
September 30, 2023
Term extension and interest rate reduction
Term extension
Interest rate reduction
In % of the class of loans
Months of term extension
Interest rate reduction
Residential mortgage loans
2,012
2,222
5,221
0.3
%
31
3.0
%
Age analysis and subsequent default of modified loans.
As at September 30, 2024, all loans for which a concession was granted during the preceding 12 months are current (September 30, 2023, all loans for which a concession was granted during the preceding 9 months are current), except for the following:
Residential mortgage loans:
–Nil (September 30, 2023: $0.3 million) of residential mortgage loans for which a reduction in interest rate was granted are 30 to 59 days past due.
Note 7: Credit risk concentrations
Concentrations of credit risk in the lending and off-balance sheet credit-related arrangements portfolios arise when a number of customers are engaged in similar business activities, are in the same geographic region, or when they have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions. The Bank regularly monitors various segments of its credit risk portfolio to assess potential concentrations of risks and to obtain collateral when deemed necessary. In the Bank's commercial portfolio, risk concentrations are evaluated primarily by industry and by geographic region of loan origination. In the consumer portfolio, concentrations are evaluated primarily by products. Credit exposures include loans, guarantees and acceptances, letters of credit and commitments for undrawn lines of credit. Unconditionally cancellable credit cards and overdraft lines of credit are excluded from the tables below.
The following table summarizes the credit exposure of the Bank by geographic region. The exposure amounts disclosed below do not include accrued interest and are gross of allowances for credit losses and gross of collateral held.
September 30, 2024
December 31, 2023
Geographic region
Cash and cash equivalents, resell agreements and short-term investments
Loans
Off-balance sheet
Total credit exposure
Cash and cash equivalents, resell agreements and short-term investments
Loans
Off-balance sheet
Total credit exposure
Belgium
9,927
—
—
9,927
2,815
—
—
2,815
Bermuda
48,458
1,648,283
187,942
1,884,683
39,843
1,772,429
189,190
2,001,462
Canada
964,690
—
—
964,690
1,198,290
—
—
1,198,290
Cayman Islands
38,340
1,092,080
223,566
1,353,986
46,870
1,171,213
197,333
1,415,416
Germany
2,310
—
—
2,310
1,637
—
—
1,637
Guernsey
1
623,922
172,008
795,931
1
630,157
180,179
810,337
Ireland
11,204
—
—
11,204
13,849
—
—
13,849
Japan
167,160
—
—
167,160
15,831
—
—
15,831
Jersey
—
201,521
15,639
217,160
—
181,647
17,514
199,161
Norway
66,970
—
—
66,970
94,698
—
—
94,698
Spain
97,733
—
—
97,733
—
—
—
—
Switzerland
3,149
—
—
3,149
1,952
—
—
1,952
The Bahamas
101
3,957
—
4,058
990
5,625
—
6,615
United Kingdom
1,753,709
1,103,835
126,898
2,984,442
558,724
1,010,537
162,002
1,731,263
United States
649,802
—
—
649,802
894,259
—
—
894,259
Other
3,181
—
—
3,181
2,200
—
—
2,200
Total gross exposure
3,816,735
4,673,598
726,053
9,216,386
2,871,959
4,771,608
746,218
8,389,785
15
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Note 8: Deposits
By Maturity
Demand
Total demand deposits
Term
Total term deposits
September 30, 2024
Non-interest bearing
Interest bearing
Within 3 months
3 to 6 months
6 to 12 months
After 12 months
Total deposits
Demand or less than $100k¹
2,420,249
5,973,297
8,393,546
48,371
19,783
20,078
10,509
98,741
8,492,287
Term - $100k or more
N/A
N/A
—
3,090,381
690,565
393,297
71,145
4,245,388
4,245,388
Total deposits
2,420,249
5,973,297
8,393,546
3,138,752
710,348
413,375
81,654
4,344,129
12,737,675
Demand
Total demand deposits
Term
Total term deposits
December 31, 2023
Non-interest bearing
Interest bearing
Within 3 months
3 to 6 months
6 to 12 months
After 12 months
Total deposits
Demand or less than $100k¹
2,656,659
5,602,255
8,258,914
42,571
15,177
18,877
10,360
86,985
8,345,899
Term - $100k or more
N/A
N/A
—
2,633,800
474,034
459,325
73,650
3,640,809
3,640,809
Total deposits
2,656,659
5,602,255
8,258,914
2,676,371
489,211
478,202
84,010
3,727,794
11,986,708
¹The weighted-average interest rate on interest-bearing demand deposits as at September 30, 2024 is 0.82% (December 31, 2023: 0.81%).
By Type and Segment
September 30, 2024
December 31, 2023
Payable on demand
Payable on a fixed date
Total
Payable on demand
Payable on a fixed date
Total
Bermuda
3,683,965
890,231
4,574,196
3,487,911
985,180
4,473,091
Cayman
2,543,790
1,242,465
3,786,255
2,971,581
1,033,515
4,005,096
Channel Islands and the UK
2,165,791
2,211,433
4,377,224
1,799,422
1,709,099
3,508,521
Total deposits
8,393,546
4,344,129
12,737,675
8,258,914
3,727,794
11,986,708
Note 9: Employee benefit plans
The Bank maintains trusteed pension plans including non-contributory defined benefit plans and a number of defined contribution plans, and provides post-retirement medical benefits to its qualifying retirees. The defined benefit provisions under the pension plans are generally based upon years of service and average salary during the relevant years of employment. The defined benefit and post-retirement medical plans are not open to new participants and are non-contributory and the funding required is provided by the Bank, based upon the advice of independent actuaries. The defined benefit pension plans are in the Bermuda, Guernsey and UK jurisdictions, and the defined benefit post-retirement medical plan is in Bermuda. The Bank has a residual obligation on top of its defined contribution plan in Mauritius.
The Bank included an estimate of the 2024 Bank contribution and estimated benefit payments for the next ten years under the pension and post-retirement plans in its audited financial statements for the year-ended December 31, 2023. During the nine months ended September 30, 2024, there have been no material revisions to these estimates.
Three months ended
Nine months ended
Line item in the consolidated statements of operations
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Defined benefit pension expense (income)
Interest cost
Non-service employee benefits expense
1,297
1,346
3,853
4,024
Expected return on plan assets
Non-service employee benefits expense
(1,576)
(1,534)
(4,683)
(4,586)
Amortization of net actuarial (gains) losses
Non-service employee benefits expense
591
571
1,769
1,713
Amortization of prior service (credit) cost
Non-service employee benefits expense
21
20
60
59
Total defined benefit pension expense (income)
333
403
999
1,210
Post-retirement medical benefit expense (income)
Service cost
Salaries and other employee benefits
14
19
41
57
Interest cost
Non-service employee benefits expense
1,096
1,197
3,289
3,590
Amortization of net actuarial (gains) losses
Non-service employee benefits expense
131
131
393
393
Amortization of prior service (credit) cost
Non-service employee benefits expense
(578)
(333)
(1,734)
(1,000)
Total post-retirement medical benefit expense (income)
663
1,014
1,989
3,040
16
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
The components of defined benefit pension expense (income) and post-retirement benefit expense (income) other than the service cost component are included in the line item non-service employee benefits expense in the consolidated statements of income.
Note 10: Credit related arrangements, repurchase agreements and commitments
Commitments
The Bank enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the Bank's commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for expected credit losses.
The Bank has a facility with one of its custodians, whereby the Bank may offer up to $200 million of standby letters of credit to its customers on a fully secured basis. Under the standard terms of the facility, the custodian has the right to set-off against securities held of 110% of the utilized facility. At September 30, 2024, $141.1 million (December 31, 2023: $120.0 million) of standby letters of credit were issued under this facility.
Outstanding unfunded commitments to extend credit
September 30, 2024
December 31, 2023
Commitments to extend credit
484,864
496,577
Documentary and commercial letters of credit
1,277
1,824
Total unfunded commitments to extend credit
486,141
498,401
Allowance for credit losses
(275)
(302)
Credit-Related Arrangements
Standby letters of credit and letters of guarantee are issued at the request of a Bank customer in order to secure the customer’s payment or performance obligations to a third party. These guarantees represent an irrevocable obligation of the Bank to pay the third party beneficiary upon presentation of the guarantee and satisfaction of the documentary requirements stipulated therein, without investigation as to the validity of the beneficiary’s claim against the customer. Generally, the term of the standby letters of credit does not exceed one year, while the term of the letters of guarantee does not exceed four years. The types and amounts of collateral security held by the Bank for these standby letters of credit and letters of guarantee are generally represented by deposits with the Bank or a charge over assets held in mutual funds.
The Bank considers the fees collected in connection with the issuance of standby letters of credit and letters of guarantee to be representative of the fair value of its obligation undertaken in issuing the guarantee. In accordance with applicable accounting standards related to guarantees, the Bank defers fees collected in connection with the issuance of standby letters of credit and letters of guarantee. The fees are then recognized in income proportionately over the life of the credit agreements. The following table presents the outstanding financial guarantees. Collateral is shown at estimated market value less selling cost. Where the collateral is cash, it is shown gross including accrued income.
September 30, 2024
December 31, 2023
Outstanding financial guarantees
Gross
Collateral
Net
Gross
Collateral
Net
Standby letters of credit
236,746
209,473
27,273
244,288
237,139
7,149
Letters of guarantee
3,166
3,130
36
3,529
3,493
36
Total
239,912
212,603
27,309
247,817
240,632
7,185
Repurchase agreements
The Bank utilizes repurchase agreements and resell agreements (reverse repurchase agreements) to manage liquidity that are carried at the amounts at which the securities will be subsequently sold or repurchased. The risks of these transactions include changes in the fair value of the securities posted or received as collateral and other credit related events. The Bank manages these risks by ensuring that the collateral involved is appropriate and by monitoring the value of the securities posted or received as collateral on a daily basis.
As at September 30, 2024, the Bank had 12 open positions (December 31, 2023: 5) in resell agreements with a remaining maturity of less than 120 days involving pools of mortgages issued by US federal agencies and Non-US government debt securities. As at September 30, 2024, the carrying value of these resell agreements is $1.1 billion (December 31, 2023: $187.3 million) and is included in securities purchased under agreements to resell on the consolidated balance sheets. As at September 30, 2024, there were no positions (December 31, 2023: no positions) which were offset on the consolidated balance sheets to arrive at the carrying value, and there was no collateral amount which was available to offset against the future settlement amount.
As at September 30, 2024, the Bank had one open position (December 31, 2023: nil) in a repurchase agreement with a remaining maturity of less than 30 days involving one Non-US government debt securities, with the carrying value of the repurchase agreement being $99.0 million (December 31, 2023: nil).
Legal Proceedings
There are actions and legal proceedings pending against the Bank and its subsidiaries which arose in the normal course of its business. Management, after reviewing all actions and proceedings pending against or involving the Bank and its subsidiaries, considers that the resolution of these matters would in the aggregate not be material to the consolidated financial position of the Bank, except as noted in the following paragraph.
As publicly announced, in November 2013, the US Attorney’s Office for the Southern District of New York applied for and secured the issuance of so-called John Doe Summonses to six US financial institutions with which the Bank had correspondent bank relationships in connection with a US cross border tax investigation. On August 3, 2021, the Bank announced it had reached a resolution with the United States Department of Justice concerning this inquiry. The resolution is in the form of a non-prosecution agreement with a three-year term which concluded in July 2024. The Bank paid $5.6 million in respect of Forfeiture and Tax Restitution Amounts which is consistent with that previously provisioned for.
17
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Note 11: Leases
The Bank enters into operating lease agreements either as the lessee or the lessor, mostly for office and parking spaces as well as for small office equipment. The terms of the existing leases, including renewal options that are reasonably certain to be exercised, extend up to the year 2038. Certain lease payments will be adjusted during the related lease's term based on movements in the relevant consumer price index.
Three months ended
Nine months ended
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Lease costs
Operating lease costs
1,927
1,920
4,700
5,717
Short-term lease costs
341
641
2,181
1,863
Sublease income
(8)
(284)
(580)
(842)
Total net lease cost
2,260
2,277
6,301
6,738
Operating lease income
333
248
1,027
760
Other information for the period
Right-of-use assets related to new operating lease liabilities
—
—
1,262
—
Operating cash flows from operating leases
1,619
1,931
5,467
5,834
Other information at end of period
September 30, 2024
December 31, 2023
Operating leases right-of-use assets (included in other assets on the balance sheets)
33,879
33,445
Operating lease liabilities (included in other liabilities on the balance sheets)
33,631
33,014
Weighted average remaining lease term for operating leases (in years)
9.03
9.52
Weighted average discount rate for operating leases
5.68
%
5.60
%
The following table summarizes the maturity analysis of the Bank's commitments for long-term leases as at December 31, 2023:
Year ending December 31
Operating Leases
2024
7,162
2025
4,961
2026
4,128
2027
3,719
2028
3,725
2029 & thereafter
18,382
Total commitments
42,077
Less: effect of discounting cash flows to their present value
(9,063)
Operating lease liabilities
33,014
Note 12: Segmented information
The Bank is managed by the Chairman & Chief Executive Officer ("CEO") on a geographic basis. The Bank presents four reportable segments, three geographical and one other: Bermuda, Cayman, Channel Islands and the UK, and Other. The Other segment is composed of several non-reportable operating segments that have been aggregated in accordance with GAAP. Each reportable segment has a managing director who reports to the Chairman & CEO. The Chairman & CEO and the segment managing director have final authority over resource allocation decisions and performance assessment.
The geographic segments reflect this management structure and the manner in which financial information is currently evaluated by the Chairman & CEO. Segment results are determined based on the Bank's management reporting system, which assigns balance sheet and statement of operations items to each of the geographic segments. The process is designed around the Bank's organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions. A description of each reportable segment and table of financial results is presented below.
Accounting policies of the reportable segments are the same as those described in Note 2 of the Bank's audited financial statements for the year ended December 31, 2023. Transactions between segments are accounted for on an accrual basis and are all eliminated upon consolidation. The Bank generally does not allocate assets, revenues and expenses among its business segments, with the exception of certain corporate overhead expenses and loan participation revenue and expenses. Loan participation revenue and expenses are allocated pro-rata based upon the percentage of the total loan funded by each jurisdiction participating in the loan.
The Bermuda segment provides a comprehensive range of retail, commercial and private banking services. Retail services are offered to individuals and small to medium-sized businesses through three branch locations and through internet banking, mobile banking, automated teller machines ("ATMs") and debit cards. Retail services include deposit services, consumer and mortgage lending, credit cards and personal insurance products. Commercial banking includes commercial lending and mortgages, cash management, payroll services, remote banking and letters of credit. Treasury services include money market and foreign exchange activities. Bermuda’s wealth management offering consists of Butterfield Asset Management Limited, which provides investment management, advisory and brokerage services and Butterfield Trust (Bermuda) Limited, which provides trust, estate, company management and custody services. Bermuda is also the location of the Bank's head offices and accordingly, retains the unallocated corporate overhead expenses.
18
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
The Cayman segment provides a comprehensive range of retail, commercial and private banking services. Retail services are offered to individuals and small to medium-sized businesses through three branch locations and through internet banking, mobile banking, ATMs and debit cards. Retail services include deposit services, consumer and mortgage lending, credit cards and property/auto insurance. Commercial banking includes commercial lending and mortgages, cash management, payroll services, remote banking and letters of credit. Treasury services include money market and foreign exchange activities. Cayman’s wealth management offering comprises investment management, advisory and brokerage services and Butterfield Trust (Cayman) Limited, which provides trust, estate and company management.
The Channel Islands and the UK segment includes the jurisdictions of Guernsey and Jersey (Channel Islands), and the UK. In the Channel Islands, a broad range of services are provided to individuals, private clients and trusts, and to financial intermediaries and funds including deposit services, mortgage lending, private and corporate banking, treasury services, internet banking, wealth management and fiduciary services. In 2023, the segment began issuing credit cards to local residents of Guernsey and Jersey. The UK jurisdiction provides mortgage services for high-value residential properties.
The Other segment includes the jurisdictions of The Bahamas, Canada, Mauritius, Singapore and Switzerland. These operating segments individually and collectively do not meet the quantitative threshold for segmented reporting and are therefore aggregated as non-reportable operating segments.
Total Assets by Segment
September 30, 2024
December 31, 2023
Bermuda
5,307,919
5,181,431
Cayman
4,150,240
4,341,739
Channel Islands and the UK
5,076,950
4,204,561
Other
69,904
63,470
Total assets before inter-segment eliminations
14,605,013
13,791,201
Less: inter-segment eliminations
(232,060)
(417,181)
Total
14,372,953
13,374,020
Net interest income
Provision for credit (losses) recoveries
Non-interest income
Net revenue before gains and losses
Gains and losses
Total net revenue
Total expenses
Net income
Three months ended September 30, 2024
Customer
Inter- segment
Bermuda
42,300
684
(1,256)
23,145
64,873
1
64,874
48,765
16,109
Cayman
27,107
1,165
(69)
16,581
44,784
—
44,784
17,013
27,771
Channel Islands and the UK
18,583
(1,849)
9
11,345
28,088
(53)
28,035
20,352
7,683
Other
63
—
—
10,756
10,819
—
10,819
9,666
1,153
Total before eliminations
88,053
—
(1,316)
61,827
148,564
(52)
148,512
95,796
52,716
Inter-segment eliminations
—
—
—
(5,790)
(5,790)
—
(5,790)
(5,790)
—
Total
88,053
—
(1,316)
56,037
142,774
(52)
142,722
90,006
52,716
Net interest income
Provision for credit (losses) recoveries
Non-interest income
Net revenue before gains and losses
Gains and losses
Total net revenue
Total expenses
Net income
Three months ended September 30, 2023
Customer
Inter- segment
Bermuda
46,171
(1,210)
(572)
21,665
66,054
10
66,064
50,093
15,971
Cayman
30,901
1,784
(93)
15,426
48,018
(3)
48,015
17,439
30,576
Channel Islands and the UK
13,109
(574)
134
10,433
23,102
—
23,102
21,654
1,448
Other
11
—
—
9,323
9,334
(1)
9,333
8,582
751
Total before eliminations
90,192
—
(531)
56,847
146,508
6
146,514
97,768
48,746
Inter-segment eliminations
—
—
—
(4,857)
(4,857)
—
(4,857)
(4,857)
—
Total
90,192
—
(531)
51,990
141,651
6
141,657
92,911
48,746
19
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Net interest income
Provision for credit (losses) recoveries
Non-interest income
Net revenue before gains and losses
Gains and losses
Total net revenue
Total expenses
Net income
Nine months ended September 30, 2024
Customer
Inter- segment
Bermuda
126,135
888
(1,487)
67,877
193,413
105
193,518
148,314
45,204
Cayman
85,606
4,194
136
50,454
140,390
—
140,390
50,317
90,073
Channel Islands and the UK
50,641
(5,082)
(39)
33,440
78,960
144
79,104
60,698
18,406
Other
185
—
—
31,638
31,823
—
31,823
28,768
3,055
Total before eliminations
262,567
—
(1,390)
183,409
444,586
249
444,835
288,097
156,738
Inter-segment eliminations
—
—
—
(16,632)
(16,632)
—
(16,632)
(16,632)
—
Total
262,567
—
(1,390)
166,777
427,954
249
428,203
271,465
156,738
Net interest income
Provision for credit (losses) recoveries
Non-interest income
Net revenue before gains and losses
Gains and losses
Total net revenue
Total expenses
Net income
Nine months ended September 30, 2023
Customer
Inter- segment
Bermuda
140,018
(3,091)
(3,074)
64,904
198,757
4,089
202,846
144,278
58,568
Cayman
98,763
4,595
113
47,721
151,192
(4)
151,188
48,347
102,841
Channel Islands and the UK
41,209
(1,504)
232
28,427
68,364
(2)
68,362
59,646
8,716
Other
32
—
—
25,534
25,566
(1)
25,565
23,740
1,825
Total before eliminations
280,022
—
(2,729)
166,586
443,879
4,082
447,961
276,011
171,950
Inter-segment eliminations
—
—
—
(14,261)
(14,261)
—
(14,261)
(14,261)
—
Total
280,022
—
(2,729)
152,325
429,618
4,082
433,700
261,750
171,950
Note 13: Derivative instruments and risk management
The Bank uses derivatives for risk management purposes and to meet the needs of its customers. The Bank’s derivative contracts principally involve over-the-counter ("OTC") transactions that are negotiated privately between the Bank and the counterparty to the contract and include interest rate contracts and foreign exchange contracts.
The Bank may pursue opportunities to reduce its exposure to credit losses on derivatives by entering into International Swaps and Derivatives Association master agreements (“ISDAs”). Depending on the nature of the derivative transaction, bilateral collateral arrangements may be used as well. When the Bank is engaged in more than one outstanding derivative transaction with the same counterparty, and also has a legally enforceable master netting agreement with that counterparty, the net marked-to-market exposure represents the netting of the positive and negative exposures with that counterparty. When there is a net negative exposure, the Bank regards its credit exposure to the counterparty as being zero. The net marked-to-market position with a particular counterparty represents a reasonable measure of credit risk when there is a legally enforceable master netting agreement between the Bank and that counterparty.
Certain of these agreements contain credit risk-related contingent features in which the counterparty has the option to accelerate cash settlement of the Bank's net derivative liabilities with the counterparty in the event the Bank's credit rating falls below specified levels or the liabilities reach certain levels.
All derivative financial instruments, whether designated as hedges or not, are recorded on the consolidated balance sheets at fair value within other assets or other liabilities. These amounts include the effect of netting. The accounting for changes in the fair value of a derivative in the consolidated statements of operations depends on whether the contract has been designated as a hedge and qualifies for hedge accounting.
Notional Amounts
The notional amounts are not recorded as assets or liabilities on the consolidated balance sheets as they represent the face amount of the contract to which a rate or price is applied to determine the amount of cash flows to be exchanged. Notional amounts represent the volume of outstanding transactions and do not represent the potential gain or loss associated with market risk or credit risk of such instruments. Credit risk is limited to the positive fair value of the derivative instrument, which is significantly less than the notional amount.
Fair Value
Derivative instruments, in the absence of any compensating up-front cash payments, generally have no market value at inception. They obtain value, positive or negative, as relevant interest rates, exchange rates, equity or commodity prices or indices change. The potential for derivatives to increase or decrease in value as a result of the foregoing factors is generally referred to as market risk. Market risk is managed within clearly defined parameters as prescribed by senior management of the Bank. The fair value is defined as the profit or loss associated with replacing the derivative contracts at prevailing market prices.
Risk Management Derivatives
The Bank enters into interest derivative contracts as part of its overall interest rate risk management strategy to minimize significant unplanned fluctuations in earnings that are caused by interest rate volatility. The Bank’s goal is to manage interest rate sensitivity by modifying the repricing or maturity characteristics of certain consolidated balance sheet assets and liabilities so that movements in interest rates do not adversely affect the net interest margin. Derivative instruments that are used as part of the Bank’s risk management strategy include interest rate swap contracts that have indices related to the pricing of specific consolidated balance sheet assets and liabilities. Interest rate swaps generally involve the exchange of fixed and variable-rate interest payments between two parties, based on a common notional principal amount and maturity date. The Bank uses foreign currency derivative instruments to hedge its exposure to foreign currency risk. Certain hedging relationships are formally designated and qualify for hedge accounting as fair value or net investment hedges. Risk management derivatives comprise fair value hedges, net investment hedges and derivatives not formally designated as hedges as described below.
Fair value hedges include designated currency swaps that are used to minimize the Bank's exposure to variability in the fair value of AFS investments due to movements in foreign exchange rates. The effective portion of changes in the fair value of the hedged items attributable to foreign exchange rates is recognized in current year earnings
20
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
consistent with the related change in fair value of the hedging instrument. For fair value hedges, hedging effectiveness of the hedged item and the hedging instrument are assessed and managed at inception and on an ongoing basis using a partial-term method.
Net investment hedges include designated currency swaps and qualifying non-derivative instruments and are used to minimize the Bank’s exposure to variability in the foreign currency translation of net investments in foreign operations. The effective portion of changes in the fair value of the hedging instrument is recognized in accumulated other comprehensive income (loss) ("AOCIL") consistent with the related translation gains and losses of the hedged net investment. For net investment hedges, all critical terms of the hedged item and the hedging instrument are matched at inception and on an ongoing basis to minimize the risk of hedge ineffectiveness.
For derivatives designated as net investment hedges, the Bank follows the method based on changes in spot exchange rates. Accordingly:
- The change in the fair value of the derivative instrument that is reported in AOCIL (i.e., the effective portion) is determined by the changes in spot exchange rates.
- The change in the fair value of the derivative instrument attributable to changes in the difference between the forward rate and spot rate are excluded from the measure
of the hedge ineffectiveness and that difference is reported directly in the consolidated statements of operations under foreign exchange revenue.
Amounts recorded in AOCIL are reclassified to earnings only upon the sale or substantial liquidation of an investment in a foreign subsidiary.
For foreign-currency-denominated financial instruments that are designated as hedges of net investments in foreign operations, the translation gain or loss that is recorded in AOCIL is based on the spot exchange rate between the reporting currency of the Bank and the functional currency of the respective subsidiary. See Note 20: Accumulated other comprehensive income (loss) for details on the amount recognized into AOCIL during the current period from translation gain or loss.
Derivatives not formally designated as hedges are entered into to manage the foreign exchange risk of the Bank's exposure. Changes in the fair value of derivative instruments not formally designated as hedges are recognized in foreign exchange revenue.
Client service derivatives
The Bank enters into foreign exchange contracts primarily to meet the foreign exchange needs of its customers. Foreign exchange contracts are agreements to exchange specific amounts of currencies at a future date at a specified rate of exchange. Changes in the fair value of client services derivative instruments are recognized in foreign exchange revenue.
The following table shows the aggregate notional amounts of derivative contracts outstanding listed by type and respective gross positive or negative fair values and classified by those used for risk management (sub-classified as hedging and those that do not qualify for hedge accounting), client services and credit derivatives. Fair value of derivatives is recorded in the consolidated balance sheets in other assets and other liabilities. Gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities, subject to netting when master netting agreements are in place.
September 30, 2024
Derivative instrument
Number of contracts
Notional amounts
Gross positive fair value
Gross negative fair value
Net fair value
Risk management derivatives
Net investment hedges
Currency swaps
5
127,853
—
(6,501)
(6,501)
Fair value hedges
Currency swaps
3
143,207
5,131
—
5,131
Derivatives not formally designated as hedging instruments
Currency swaps
56
1,787,038
2,331
(23,139)
(20,808)
Subtotal risk management derivatives
2,058,098
7,462
(29,640)
(22,178)
Client services derivatives
Spot and forward foreign exchange
145
231,748
2,116
(1,928)
188
Total derivative instruments
2,289,846
9,578
(31,568)
(21,990)
December 31, 2023
Derivative instrument
Number of contracts
Notional amounts
Gross positive fair value
Gross negative fair value
Net fair value
Risk management derivatives
Net investment hedges
Currency swaps
5
97,194
18
(267)
(249)
Fair value hedges
Currency swaps
3
150,826
5,361
—
5,361
Derivatives not formally designated as hedging instruments
Currency swaps
57
1,368,006
5,350
(22,206)
(16,856)
Subtotal risk management derivatives
1,616,026
10,729
(22,473)
(11,744)
Client services derivatives
Spot and forward foreign exchange
99
220,292
1,761
(1,646)
115
Total derivative instruments
1,836,318
12,490
(24,119)
(11,629)
In addition to the above, as at September 30, 2024 foreign denominated deposits of £225.1 million (December 31, 2023: £240.3 million); CHF0.4 million (December 31, 2023: CHF0.4 million) and SGD2.1 million (December 31, 2023: nil) were designated as a hedge of foreign exchange risk associated with the net investment in foreign operations.
We manage derivative exposure by monitoring the credit risk associated with each counterparty using counterparty specific credit risk limits, using master netting arrangements where appropriate and obtaining collateral. The Bank elected to offset in the consolidated balance sheets certain gross derivative assets and liabilities subject to netting agreements.
The Bank also elected not to offset certain derivative assets or liabilities and all collateral received or paid that the Bank or the counterparties could legally offset in the event of default. In the tables below, these positions are deducted from the net fair value presented in the consolidated balance sheets in order to present the net exposures. The collateral values presented in the following table are limited to the related net derivative asset or liability balance and, accordingly, do not include excess collateral received or paid.
21
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Gross fair value recognized
Less: offset applied under master netting agreements
Net fair value presented in the consolidated balance sheets
Less: positions not offset in the consolidated balance sheets
September 30, 2024
Gross fair value of derivatives
Cash collateral received / paid
Net exposures
Derivative assets
Spot and forward foreign exchange and currency swaps
9,578
(7,572)
2,006
—
(6)
2,000
Derivative liabilities
Spot and forward foreign exchange and currency swaps
31,568
(7,572)
23,996
—
(4,594)
19,402
Net negative fair value
(21,990)
Gross fair value recognized
Less: offset applied under master netting agreements
Net fair value presented in the consolidated balance sheets
Less: positions not offset in the consolidated balance sheets
December 31, 2023
Gross fair value of derivatives
Cash collateral received / paid
Net exposures
Derivative assets
Spot and forward foreign exchange and currency swaps
12,490
(10,148)
2,342
—
(368)
1,974
Derivative liabilities
Spot and forward foreign exchange and currency swaps
24,119
(10,148)
13,971
—
(8,401)
5,570
Net negative fair value
(11,629)
The following tables show the location and amount of gains (losses) recorded in either the consolidated statements of operations or consolidated statements of comprehensive income on derivative instruments outstanding.
Three months ended
Nine months ended
Derivative instrument
Consolidated statements of operations line item
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Spot and forward foreign exchange
Foreign exchange revenue
83
—
72
38
Currency swaps, not designated as hedge
Foreign exchange revenue
(27,642)
20,943
(3,951)
12,508
Currency swaps - fair value hedges
Foreign exchange revenue
5,243
(6,489)
(231)
(5,523)
Total net gains (losses) recognized in net income
(22,316)
14,454
(4,110)
7,023
Three months ended
Nine months ended
Derivative instrument
Consolidated statements of comprehensive income line item
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Currency swaps - net investment hedge
Unrealized net gains (losses) on translation of net investment in foreign operations
(6,442)
(1,307)
(6,251)
991
Total net gains (losses) recognized in comprehensive income
(6,442)
(1,307)
(6,251)
991
Note 14: Fair value measurements
The following table presents the financial assets and liabilities that are measured at fair value on a recurring basis. Management classifies these items based on the type of inputs used in their respective fair value determination as described in Note 2 of the Bank's audited financial statements for the year ended December 31, 2023.
Management reviews the price of each security monthly, comparing market values to expectations and to the prior month’s price. Management's expectations are based upon knowledge of prevailing market conditions and developments relating to specific issuers and/or asset classes held in the investment portfolio. Where there are unusual or significant price movements, or where a certain asset class has performed out-of-line with expectations, the matter is reviewed by management.
Financial instruments in Level 1 include US and UK Government Treasury notes.
Financial instruments in Level 2 include government debt securities, mortgage-backed securities, other asset-backed securities, forward foreign exchange contracts and securities sold under agreement to repurchase.
There were no Level 3 investments as at September 30, 2024 and December 31, 2023.
There were no transfers between Level 1 and Level 2 or Level 2 and Level 3 during the nine months ended September 30, 2024 and the year ended December 31, 2023.
22
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
September 30, 2024
December 31, 2023
Fair value
Total carrying amount / fair value
Fair value
Total carrying amount / fair value
Level 1
Level 2
Level 1
Level 2
Items that are recognized at fair value on a recurring basis:
Available-for-sale investments
US government and federal agencies
961,055
1,090,448
2,051,503
715,965
847,820
1,563,785
Non-US governments debt securities
98,991
—
98,991
250,177
—
250,177
Asset-backed securities - Student loans
—
40
40
—
40
40
Residential mortgage-backed securities
—
16,305
16,305
—
17,127
17,127
Total available-for-sale
1,060,046
1,106,793
2,166,839
966,142
864,987
1,831,129
Other assets - Derivatives
—
2,006
2,006
—
2,342
2,342
Financial liabilities
Other liabilities - Derivatives
—
23,996
23,996
—
13,971
13,971
Items Other Than Those Recognized at Fair Value on a Recurring Basis:
September 30, 2024
December 31, 2023
Level
Carrying amount
Fair value
Appreciation / (depreciation)
Carrying amount
Fair value
Appreciation / (depreciation)
Financial assets
Cash and cash equivalents
Level 1
2,067,189
2,067,189
—
1,646,648
1,646,648
—
Securities purchased under agreements to resell
Level 2
1,142,798
1,142,798
—
187,274
187,274
—
Short-term investments
Level 1
606,748
606,748
—
1,038,037
1,038,037
—
Investments held-to-maturity
Level 2
3,300,945
2,881,911
(419,034)
3,461,097
2,976,709
(484,388)
Loans, net of allowance for credit losses
Level 2
4,647,807
4,614,881
(32,926)
4,745,849
4,700,532
(45,317)
Other real estate owned¹
Level 2
75
75
—
450
450
—
Financial liabilities
Term deposits
Level 2
4,344,129
4,349,917
(5,788)
3,727,794
3,732,610
(4,816)
Securities sold under agreement to repurchase
Level 2
99,033
99,033
—
—
—
—
Long-term debt
Level 2
98,666
97,790
876
98,490
96,145
2,345
¹The current carrying value of OREO is adjusted to fair value only when there is devaluation below carrying value.
23
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Note 15: Interest rate risk
The following tables set out the assets, liabilities and shareholders' equity on the date of the earlier of contractual maturity, expected maturity or repricing date. Use of these tables to derive information about the Bank’s interest rate risk position is limited by the fact that customers may choose to terminate their financial instruments at a date earlier than the contractual maturity or repricing date. Examples of this include fixed-rate mortgages, which are shown at contractual maturity but which may be subject to early prepayment, and certain term deposits, which are shown at contractual maturity but which may be withdrawn before their contractual maturity subject to prepayment penalties. Investments are shown based on remaining contractual maturities. The remaining contractual principal maturities for mortgage-backed securities (primarily US government agencies) do not consider prepayments. Remaining expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations before the underlying mortgages mature.
September 30, 2024
Earlier of contractual maturity or repricing date
(in $ millions)
Within 3 months
3 to 6 months
6 to 12 months
1 to 5 years
After 5 years
Non-interest bearing funds
Total
Assets
Cash and cash equivalents
1,963
—
—
—
—
104
2,067
Securities purchased under agreement to resell
1,075
67
—
—
—
—
1,142
Short-term investments
277
312
18
—
—
—
607
Investments
2
101
10
1,094
4,261
—
5,468
Loans
2,539
63
206
1,478
297
65
4,648
Other assets
—
—
—
—
—
441
441
Total assets
5,856
543
234
2,572
4,558
610
14,373
Liabilities and shareholders' equity
Shareholders’ equity
—
—
—
—
—
1,064
1,064
Demand deposits
5,974
—
—
—
—
2,420
8,394
Term deposits
3,139
710
413
82
—
—
4,344
Securities sold under agreement to repurchase
99
—
—
—
—
—
99
Other liabilities
—
—
—
—
—
373
373
Long-term debt
—
—
99
—
—
—
99
Total liabilities and shareholders' equity
9,212
710
512
82
—
3,857
14,373
Interest rate sensitivity gap
(3,356)
(167)
(278)
2,490
4,558
(3,247)
—
Cumulative interest rate sensitivity gap
(3,356)
(3,523)
(3,801)
(1,311)
3,247
—
—
December 31, 2023
Earlier of contractual maturity or repricing date
(in $ millions)
Within 3 months
3 to 6 months
6 to 12 months
1 to 5 years
After 5 years
Non-interest bearing funds
Total
Assets
Cash and cash equivalents
1,555
—
—
—
—
92
1,647
Securities purchased under agreement to resell
187
—
—
—
—
—
187
Short-term investments
665
322
51
—
—
—
1,038
Investments
174
52
156
765
4,145
—
5,292
Loans
2,378
114
330
1,548
338
38
4,746
Other assets
—
—
—
—
—
464
464
Total assets
4,959
488
537
2,313
4,483
594
13,374
Liabilities and shareholders' equity
Shareholders’ equity
—
—
—
—
—
1,004
1,004
Demand deposits
5,602
—
—
—
—
2,657
8,259
Term deposits
2,676
489
479
84
—
—
3,728
Other liabilities
—
—
—
—
—
285
285
Long-term debt
—
—
—
98
—
—
98
Total liabilities and shareholders' equity
8,278
489
479
182
—
3,946
13,374
Interest rate sensitivity gap
(3,319)
(1)
58
2,131
4,483
(3,352)
—
Cumulative interest rate sensitivity gap
(3,319)
(3,320)
(3,262)
(1,131)
3,352
—
—
24
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Note 16: Long-term debt
On May 24, 2018, the Bank issued US $75 million of Subordinated Lower Tier II capital notes. The notes were issued at par and due on June 1, 2028. The issuance was by way of a registered offering with US institutional investors. The notes are listed on the BSX in the specialist debt securities category. The proceeds of the issue were used, among others, to repay the entire amount of the US $47 million outstanding subordinated notes Series 2003-B. The notes issued pay a fixed coupon of 5.25% until June 1, 2023 when they become redeemable in whole at the option of the Bank. The notes were priced at a spread of 2.27% over the 10-year US Treasury yield. The Bank incurred $1.8 million of costs directly related to the issuance of these capital notes. These costs have been capitalized directly against the carrying value of these notes on the balance sheet and were amortized over the life of the notes. These notes were redeemed at face value in June 2023 at which time, unamortized issuance costs were fully recognized in the Consolidated Statements of Operations as part of interest expense.
On June 11, 2020, the Bank issued US $100 million of Subordinated Lower Tier II capital notes. The notes were issued at par and due on June 15, 2030. The issuance was by way of a registered offering with US institutional investors. The notes are listed on the BSX in the specialist debt securities category. The proceeds of the issue were used, among others, to repay the entire amount of the US $45 million outstanding subordinated notes Series 2005-B which matured on July 2, 2020. The notes issued pay a fixed coupon of 5.25% until June 15, 2025 when they become redeemable in whole at the option of the Bank. The notes were priced at a spread of 4.43% over the 10-year US Treasury yield. The Bank incurred $2.3 million of costs directly related to the issuance of these capital notes. These costs have been capitalized directly against the carrying value of these notes on the balance sheet, and will be amortized over the life of the notes.
No interest was capitalized during the nine months ended September 30, 2024, and the year ended December 31, 2023.
The following table presents the contractual maturity and interest payments for long-term debt issued by the Bank as at September 30, 2024. The interest payments are calculated until contractual maturity using the Secured Overnight Financing Rate ("SOFR").
Interest payments until contractual maturity
Long-term debt
Earliest date redeemable at the Bank's option
Contractual maturity date
Interest rate until date redeemable
Interest rate from earliest date redeemable to contractual maturity
Principal Outstanding
Within 1 year
1 to 5 years
After 5 years
Bermuda
2020 issuance
June 15, 2025
June 15, 2030
5.25
%
3 months US$ SOFR + 5.060%
100,000
7,811
40,665
7,599
Unamortized debt issuance costs
(1,334)
Long-term debt less unamortized debt issuance costs
98,666
Note 17: Earnings per share
Earnings per share have been calculated using the weighted average number of common shares outstanding during the period after deduction of the shares held as treasury stock. The dilutive effect of share-based compensation plans was calculated using the treasury stock method, whereby the proceeds received from the exercise of share-based awards are assumed to be used to repurchase outstanding shares, using the average market price of the Bank’s shares for the period. Numbers of shares are expressed in thousands.
During the nine months ended September 30, 2024, the average number of outstanding awards of unvested common shares was 1.6 million (September 30, 2023: 1.4 million). Only awards for which the sum of 1) the expense that will be recognized in the future (i.e., the unrecognized expense) and 2) its exercise price, if any, was lower than the average market price of the Bank‘s common shares were considered dilutive and, therefore, included in the computation of diluted earnings per share. An award's unrecognized expense is also considered to be the proceeds the employees would need to pay to purchase accelerated vesting of the awards. For the purposes of calculating dilution, such proceeds are assumed to be used by the Bank to buy back common shares at the average market price. The weighted-average number of outstanding awards, net of the assumed weighted-average number of common shares bought back, is included in the number of diluted participating shares.
Three months ended
Nine months ended
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Net income
52,716
48,746
156,738
171,950
Basic Earnings Per Share
Weighted average number of common shares issued
45,288
49,232
46,218
49,884
Weighted average number of common shares held as treasury stock
(619)
(619)
(619)
(619)
Weighted average number of common shares (in thousands)
44,669
48,613
45,599
49,265
Basic Earnings Per Share
1.18
1.00
3.44
3.49
Diluted Earnings Per Share
Weighted average number of common shares
44,669
48,613
45,599
49,265
Net dilution impact related to awards of unvested common shares
888
527
743
423
Weighted average number of diluted common shares (in thousands)
45,557
49,140
46,342
49,688
Diluted Earnings Per Share
1.16
0.99
3.38
3.46
25
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Note 18: Share-based payments
The common shares transferred to employees under all share-based payments are either taken from the Bank's common treasury shares or from newly issued shares. All share-based payments are settled by the ultimate parent company which, pursuant to Bermuda law, is not taxed on income. There are no income tax benefits in relation to the issue of such shares as a form of compensation.
In May 2020, the Board of Directors approved the 2020 Omnibus Plan (the "2020 Plan") which replaces and previous plan. Under the 2020 Plan, 3.0 million shares are initially available for grant to employees in the form of stock options or unvested share awards. Both types of awards are detailed below.
Stock Option Awards
2020 Plans
Under the 2020 Plan, options are awarded to Bank employees and executive management, based on predetermined vesting conditions that entitle the holder to purchase one common share at a subscription price usually equal to the price of the most recently traded common share when granted and have a term of 10 years. The subscription price is reduced for all special dividends declared by the Bank. Stock option awards granted under the 2020 Plan vest based on two specific types of vesting conditions i.e., time and performance conditions, as detailed below:
Time vesting condition
50% of each option award was granted in the form of time vested options and vested 25% on each of the second, third, fourth and fifth anniversaries of the effective grant date.
In addition to the time vesting conditions noted above, the options will generally vest immediately:
• by reason of the employee’s death or disability,
• upon termination, by the Bank, of the holder’s employment, unless if in relation with the holder’s misconduct, or
• in limited circumstances and specifically approved by the Board, as stipulated in the holder’s employment contract.
In the event of the employee’s resignation, any unvested portion of the awards shall generally be forfeited and any vested portion of the options shall generally remain exercisable during the 90-day period following the termination date or, if earlier, until the expiration date, and any vested portion of the options not exercised as of the expiration of such period shall be forfeited without any consideration therefore.
Performance vesting condition
50% of each option award was granted in the form of performance options and would vest (partially or fully) on a “valuation event” date (the date that any of the March 2, 2010 new investors transfers at least 5% of the total number of common shares or the date that there is a change in control and any of the new investors realize a predetermined multiple of invested capital ("MOIC"). On September 21, 2016, it was determined that a valuation event occurred during which a new investor realized a MOIC of more than 200% of the original invested capital of $12.09 per share and accordingly, all outstanding unvested performance options vested.
There were no stock options outstanding as at September 30, 2024 and December 31, 2023.
Share-Based Incentive Programs
Recipients of unvested share awards are entitled to the related common shares at no cost, at the time the award vests. Recipients of unvested shares may be entitled to receive additional unvested shares having a value equal to the cash dividends that would have been paid had the unvested shares been issued and vested. Such additional unvested shares granted as dividend equivalents are subject to the same vesting schedule and conditions as the underlying unvested shares.
Unvested shares subject only to the time vesting condition generally vest upon retirement, death, disability or upon termination, by the Bank, of the holder’s employment unless if in connection with the holder’s misconduct. Unvested shares subject to both time vesting and performance vesting conditions remain outstanding and unvested upon retirement and will vest only if the performance conditions are met. Unvested shares can also vest in limited circumstances and if specifically approved by the Board, as stipulated in the holder’s employment contract. In all other circumstances, unvested shares are generally forfeited when employment ends.
The grant date weighted average fair value of unvested share awards granted in the three months ended September 30, 2024 was $30.09 per share (December 31, 2023: $32.89 per share). The Bank expects to settle these awards by issuing new shares.
Employee Deferred Incentive Program ("EDIP")
Under the Bank’s EDIP, shares are awarded to Bank employees and executive management based on the time vesting condition, which states that the shares will vest equally over a three-year period from the effective grant date.
Employee Long-Term Incentive Share Program ("ELTIP")
Under the Bank’s ELTIP, performance shares as well as time-vesting shares were awarded to employees and executive management. The performance shares will generally vest upon the achievement of certain performance targets in the three-year period from the effective grant date. The time-vesting shares will generally vest over the three-year period from the effective grant date.
Employee Share Purchase Plan ("ESPP")
The Bank's ESPP was approved in July 2021 and registered in November 2021. The first offering period started in May 2022. Under the Bank's ESPP, eligible employees may elect to contribute up to 15% of their regular compensation toward the purchase of Bank's shares at a 10% discount from market price on the closing date of each offering period. The ESPP specifies two consecutive six month offering periods per year. In the case of termination of employment or voluntary partial or full withdrawal from the plan, the related current offering period ESPP contributions are refunded to the employee and thus cannot be used to purchase shares under the ESPP. During the nine months ended September 30, 2024, 8,860 shares (December 31, 2023: 26,551 shares) were issued under the ESPP.
26
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Changes in Outstanding ELTIP and EDIP awards (in thousands of shares transferable upon vesting)
Nine months ended
September 30, 2024
September 30, 2023
EDIP
ELTIP
EDIP
ELTIP
Outstanding at beginning of period
665
915
621
705
Granted
98
558
189
376
Vested (fair value in 2024: $14.2 million, 2023: $10.8 million, )
Share-based Compensation Cost Recognized in Net Income
Nine months ended
September 30, 2024
September 30, 2023
EDIP and ELTIP
EDIP and ELTIP
Cost recognized in net income
15,285
14,323
Unrecognized Share-based Compensation Cost
September 30, 2024
December 31, 2023
Unrecognized cost
Weighted average years over which it is expected to be recognized
Unrecognized cost
Weighted average years over which it is expected to be recognized
EDIP
10,144
2.09
11,774
2.66
ELTIP
Time vesting shares
79
1.37
118
2.12
Performance vesting shares
18,763
1.95
12,416
1.76
Total unrecognized expense
28,986
24,308
Note 19: Share repurchase programs
From time to time, the Bank may seek to repurchase and retire equity securities of the Bank, through cash purchase, privately negotiated transactions, or otherwise. Such transactions, if any, depend on prevailing market conditions, liquidity and capital requirements, contractual restrictions, and other factors.
Common Share Repurchase Program
On February 10, 2021, the Board approved a new common share repurchase program, authorizing the purchase of up to 2.0 million common shares through to February 28, 2022.
On February 14, 2022, the Board approved a new common share repurchase program, authorizing the purchase of up to 2.0 million common shares through to February 28, 2023.
On February 13, 2023, the Board approved a new common share repurchase program, authorizing the purchase of up to 3.0 million common shares through to February 29, 2024.
On December 5, 2023, the Board approved a new common share repurchase program, authorizing the purchase of up to 3.5 million common shares through to December 31, 2024.
On July 22, 2024, the Board approved a new common share repurchase program, authorizing the purchase of up to 2.1 million common shares which is effective upon full utilization of the existing program through to December 31, 2024.
In the nine months ended September 30, 2024, the Bank repurchased and retired 3,228,523 shares.
Nine months ended
Year ended December 31
Common share repurchases
September 30, 2024
2023
2022
Acquired number of shares (to the nearest 1)
3,228,523
3,133,717
102,000
Average cost per common share
33.46
28.27
38.21
Total cost (in US dollars)
108,030,209
88,590,240
3,897,268
27
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Note 20: Accumulated other comprehensive income (loss)
Unrealized net gains (losses) on translation of net investment in foreign operations
Unrealized net gains (losses) on HTM investments
Unrealized net gains (losses) on AFS investments
Employee benefit plans adjustments
Nine months ended September 30, 2024
Pension
Post-retirement healthcare
Subtotal - employee benefits plans
Total AOCIL
Balance at beginning of period
(25,478)
(82,067)
(162,910)
(51,563)
11,820
(39,743)
(310,198)
Other comprehensive income (loss), net of taxes
1,945
6,206
46,827
2,571
(1,341)
1,230
56,208
Balance at end of period
(23,533)
(75,861)
(116,083)
(48,992)
10,479
(38,513)
(253,990)
Unrealized net gains (losses) on translation of net investment in foreign operations
Unrealized net gains (losses) on HTM investments
Unrealized net gains (losses) on AFS investments
Employee benefit plans adjustments
Nine months ended September 30, 2023
Pension
Post- retirement healthcare
Subtotal - employee benefits plans
Total AOCIL
Balance at beginning of period
(25,700)
(91,212)
(220,345)
(47,905)
7,710
(40,195)
(377,452)
Other comprehensive income (loss), net of taxes
(348)
7,282
(16,694)
1,732
(607)
1,125
(8,635)
Balance at end of period
(26,048)
(83,930)
(237,039)
(46,173)
7,103
(39,070)
(386,087)
Net Change of AOCIL Components
Three months ended
Nine months ended
Line item in the consolidated statements of operations, if any
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Net unrealized gains (losses) on translation of net investment in foreign operations adjustments
Foreign currency translation adjustments
N/A
25,571
(14,829)
21,587
2,840
Gains (losses) on net investment hedge
N/A
(23,514)
14,125
(19,642)
(3,188)
Net change
2,057
(704)
1,945
(348)
Held-to-maturity investment adjustments
Amortization of net gains (losses) to net income
Interest income on investments
2,007
2,651
6,206
7,282
Net change
2,007
2,651
6,206
7,282
Available-for-sale investment adjustments
Gross unrealized gains (losses)
N/A
61,462
(32,359)
48,424
(16,006)
Transfer of realized (gains) losses to net income
Net realized gains (losses) on AFS investments
—
3
—
14
Foreign currency translation adjustments of related balances
N/A
(1,796)
1,604
(1,597)
(702)
Net change
59,666
(30,752)
46,827
(16,694)
Employee benefit plans adjustments
Defined benefit pension plan
Net actuarial gain (loss)
N/A
—
—
1,029
—
Amortization of net actuarial (gains) losses
Non-service employee benefits expense
591
571
1,769
1,713
Amortization of prior service (credit) cost
Non-service employee benefits expense
21
20
60
59
Foreign currency translation adjustments of related balances
N/A
(339)
119
(287)
(40)
Net change
273
710
2,571
1,732
Post-retirement healthcare plan
Amortization of net actuarial (gains) losses
Non-service employee benefits expense
131
131
393
393
Amortization of prior service (credit) cost
Non-service employee benefits expense
(578)
(333)
(1,734)
(1,000)
Net change
(447)
(202)
(1,341)
(607)
Other comprehensive income (loss), net of taxes
63,556
(28,297)
56,208
(8,635)
28
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Note 21: Capital structure
Authorized Capital
The par value of each issued common share and each authorized but unissued common share is BM$0.01 and the authorized share capital of the Bank comprises 2,000,000,000 common shares of par value BM$0.01 each, 6,000,000,000 non‑voting ordinary shares of par value BM$0.01 each, 110,200,001 preference shares of par value US$0.01 each and 50,000,000 preference shares of par value £0.01 each.
Dividends Declared
During the nine months ended September 30, 2024, the Bank declared and paid cash dividends of $1.32 (September 30, 2023: $1.32) for each common share as of the related record dates.
The Bank is required to comply with Section 54 of the Companies Act 1981 issued by the Government of Bermuda (the “Companies Act”) each time a dividend is declared or paid by the Bank and also obtain a letter of no objection from the BMA pursuant to the Banks and Deposit Companies Act 1999 for any dividends declared. The Bank has complied with Section 54 and has obtained the BMA's letter of no objection for all dividends declared during the periods presented.
Regulatory Capital
The Bank’s regulatory capital is determined in accordance with current Basel III guidelines as issued by the BMA. The Bank is fully compliant with all regulatory capital requirements to which it is subject, and it maintains capital ratios in excess of regulatory minimums as at September 30, 2024 and 2023. The following table sets forth the Bank's capital adequacy in accordance with the Basel III framework:
September 30, 2024
December 31, 2023
Actual
Regulatory minimum
Actual
Regulatory minimum
Capital
CET 1 capital
1,054,289
N/A
1,042,506
N/A
Tier 1 capital
1,054,289
N/A
1,042,506
N/A
Tier 2 capital
107,244
N/A
109,423
N/A
Total capital
1,161,533
N/A
1,151,929
N/A
Risk Weighted Assets
4,776,408
N/A
4,540,745
N/A
Leverage Ratio Exposure Measure
14,765,011
N/A
13,777,771
N/A
Capital Ratios (%)
CET 1 capital
22.1
%
10.0
%
23.0
%
10.0
%
Tier 1 capital
22.1
%
11.5
%
23.0
%
11.5
%
Total capital
24.3
%
13.5
%
25.4
%
13.5
%
Leverage ratio
7.1
%
5.0
%
7.6
%
5.0
%
Note 22: Related party transactions
Financing Transactions
Certain directors and executives of the Bank, companies in which they are principal owners and/or members of the board, and trusts in which they are involved, have deposits with the Bank, have loans and/or are guarantors for loans with the Bank. Loans to directors were made in the ordinary course of business at normal credit terms, including interest rate and collateral requirements. Loans to executives may be eligible for preferential rates. All of these loans were considered performing loans as at September 30, 2024 and December 31, 2023. Loan balances with directors and executives of the Bank, companies in which they are principal owners and/or members of the board, and trusts in which they are involved were as follows:
Balance at December 31, 2022
20,393
Net loans issued (repaid) during the year
(658)
Balance at December 31, 2023
19,735
Net loans issued (repaid) during period
(529)
Effect of changes in the composition of related parties
983
Balance at September 30, 2024
20,189
Consolidated balance sheets
September 30, 2024
December 31, 2023
Deposits
47,546
100,364
29
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (unaudited) (continued)
(In thousands of US dollars, unless otherwise stated)
Three months ended
Nine months ended
Consolidated statement of operations
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Interest and fees on loans
326
294
958
850
Total non-interest expense
33
37
149
162
Other non-interest income
58
111
182
147
Certain affiliates of the Bank have loans and deposits with the Bank which were made and are maintained in the ordinary course of business on normal commercial terms. Balances with these parties were as follows:
Consolidated balance sheets
September 30, 2024
December 31, 2023
Loans
9,479
9,801
Deposits
451
288
Accrued interest and other liabilities
153
305
Three months ended
Nine months ended
Consolidated statement of operations
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Interest and fees on loans
196
212
597
617
Total non-interest expense
329
435
1,148
1,206
Other non-interest income
61
61
184
182
Investments
As at September 30, 2024, several Butterfield mutual funds which are managed by a wholly owned subsidiary of the Bank, had loan balances and deposit balances held with the Bank. The Bank also earned asset management revenue and custody and other administration services revenue from funds managed by a wholly-owned subsidiary of the Bank and from directors and executives, companies in which they are principal owners and/or members of the board and trusts in which they are involved, as well as other income from other related parties.
Consolidated balance sheets
September 30, 2024
December 31, 2023
Deposits
7,444
4,633
Three months ended
Nine months ended
Consolidated statement of operations
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Asset management
2,846
2,356
8,103
6,855
Custody and other administration services
358
305
1,019
864
Interest expense - deposits
—
221
—
235
Note 23: Subsequent events
On October 22, 2024, the Board of Directors declared an interim dividend of $0.44 per common share to be paid on November 19, 2024 to shareholders of record on November 5, 2024.