Good day, everyone. Welcome to the Conference Call hosted by NBT Bancorp Inc., regarding the definitive agreement between NBT and Evans Bancorp Inc. to merge Evans with and into NBT. This call is recorded and has been made accessible to the public in accordance with the SEC's Regulation FD. Corresponding presentation slides can be found on the company's website at nbtbancorp.com. Before the call begins, NBT's management would like to remind listeners that, as noted on slides two and three, today's presentation may contain forward-looking statements as defined by the Securities and Exchange Commission. Actual results may differ from those projected. These forward-looking statements reflect NBT's best estimates and assumptions based on its understanding of information known to NBT today. These forward-looking statements are subject to the risks and uncertainties that face NBT and Evans and the industry in which they operate. You are encouraged to review the joint press release from NBT and Evans, issued yesterday, for more information on these risk factors, as well as both companies' filings with the SEC. Please also see additional legal statements at the end of the press release. In addition, certain non-GAAP measures will be discussed. Reconciliations for these numbers are contained within the appendix of today's presentation. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Instructions will follow at that time. As a reminder, this call is being recorded. I will now turn the conference over to NBT Bancorp President and CEO, Scott Kingsley, for his opening remarks. Mr. Kingsley, please begin. Thank you, Liz. Good morning. Thank you for joining our call and for your interest in NBT. With me this morning is our CFO, Annette Burns, and Joe Stagliano, President of NBT Bank and our CIO. We are very pleased to have announced yesterday afternoon that NBT has reached an agreement to merge with Evans Bancorp Incorporated, a $2.3 billion community bank headquartered in Williamsville, New York. Our partnership with Evans is a natural geographic extension of NBT's footprint into the attractive Buffalo and Rochester markets of Western New York. This expansion into Buffalo and Rochester, Upstate New York's largest two markets by population, complements our meaningful presence in Central New York, the Capital District, and the Hudson Valley, positioning us as the largest community bank in Upstate New York. Importantly, Evans is a high-quality partner that is culturally aligned with our vision, values, and mission. This is also a terrific opportunity for us to accelerate growth and build additional scale, which is a key value driver. Dave Nasca, President and CEO of Evans, is extremely well-respected in the Western New York region and someone I have known for many years. I am pleased that Dave will join NBT's Board of Directors when the transaction closes. Evans has attracted and developed a talented and experienced group of professionals. There is no overlap of our franchises, and as such, we expect to retain all branch offices and the vast majority of retail and business development team members. Our banking footprint, both retail and commercial, is uniquely positioned to benefit from the economic growth in the Upstate New York chip and technology corridor for many years to come. As you will hear from Annette, this is a financially attractive transaction, which will provide double-digit earnings accretion to the combined shareholder base. Annette? Thank you, Scott, and good morning. As Scott stated, we are very excited to announce our agreement to partner with Evans Bancorp. I wanted to share some of the key transaction highlights, including certain assumptions and expected financial impacts. Consideration will be all stock with a fixed exchange ratio of 0.91 shares of NBT common stock for each outstanding share of Evans. That results in a per-share value of $42.11 per share, using NBT's September 6th closing stock price of $46.28 per share, which represents an 18% market premium for Evans shareholders. The total deal value is approximately $236 million, and Evans shareholders will own approximately 10% of the combined company. The purchase price represents 1.32 times Evans' tangible book value per share as of June 30th, 2024. We expect to record total marks on loans of 6.4% of outstanding balances, with 1% attributed to credit marks and 5.4% related to interest rate marks. We have assumed approximately $46 million after tax of fair value marks on Evans' available-for-sale investment securities, which are reflected in their current financial statements through AOCI. We also expect to create a core deposit intangible of 3% of Evans' core deposits. We expect the transaction to be $0.38 or 13.6% accretive to our the first full year GAAP earnings, while being 4.7% dilutive to our tangible book value, with an earn back period of just over two years. We expect our tangible common equity ratio to be approximately 7.5% after the closing of the transaction, and all capital ratios to be and remain significantly above the required level to be well capitalized for regulatory purposes. With that, we're happy to answer any questions you may have at this time. Thank you. Anyone with a question can please press star, one, one on your touch-tone telephone and wait for your name to be announced. To withdraw your question, please press star, one, one again. One moment for our questions. Our first question comes from Steve Moss with Raymond James. Good morning. Good morning, Steve. Congratulations on the transaction here. I guess maybe just starting with, you know, your expansion here into Western New York, you know, curious, Scott, if you're thinking, you know, as you integrate Evans, are you looking to do any de novo branches by any chance, or would you prefer to do, you know, additional infill acquisitions? Great question, Steve, and thanks for that. Absolutely, I think it creates a terrific opportunity to fill in some gaps between Syracuse and the Rochester market and the Finger Lakes. You know, communities that we really like, and I think that are you know, terrific for us to think about going forward. You know, the Greater Auburn community, places like Palmyra, Penn Yan, you know, Seneca Falls, Geneva. Great marketplaces in the Finger Lakes that you know, once we get you know, our feet on the ground in Western New York, will certainly be spots where we would be open to expansion. Okay. And then in terms of just the combined companies here, I saw the accretion schedules. Just curious, you know, are you looking to sell any loan portfolios or a portion of the Evans securities portfolio when this deal closes, just maybe to clean up the balance sheet or shorten the duration? Steve, we'll continue to look at that. We're, you know, we'll run our ALCO models and really understand what we look like on a combined basis. So we're still working through that. You know, with the securities mark, you know, there is an opportunity to look at some potential restructurings for that. But we'll take some time and evaluate that. And keep in mind that we'll probably have to keep about half of that securities book to collateralize muni deposits, related to Evans book. So but still thinking through that, and we think there are some opportunities to, you know, evaluate that and build on our net interest income there. Okay. Got it. And I guess last one for me, just curious here, was this a negotiated transaction, or was this a bid tran- situation? So, as much as we have known Dave and the Evans organization for a long time, we do think that there was people that had interest besides us, so yes. Okay. Great. Thank you very much. Appreciate all the call- Thanks, Steve. Our next question comes from the line of Matthew Breese with Stephens. Good morning. Hey, good morning, Matt. I was hoping... Hey, good morning. Maybe just to level set, once the deal is completed, you know, how much impact do you expect to see on the NIM? So where's the pro forma NIM, and how much of the benefit or some benefit will be, you know, from accretable yields? So maybe I could frame it this way for you, Matt. If we were to just look at our loan interest mark and our liability mark together, that's probably going to add about $50 million annually of net interest income. And if we just layer that on top of what Evans has for net interest income, that's probably their margin right around 3.30, in mid-, mid-three thirties. So I wouldn't expect that our overall margin has any dilution by adding Evans into it, including those loan marks. Okay. And then the other one I was just hoping for a little bit of guidance on was, you know, given the EPS accretion figures are, are based on year-to-date earnings, you know, once we see this deal, you know, closed and, and cost saves completed, where do you expect the pro forma ROA to kind of shake out, fully executed? So when we did our modeling, we looked at both Evans and NBT, annualized their first half of 2024, so building off of that. And then if you think about Evans' earnings source is primarily through net interest income, so we'll bring on their average earning assets or, you know, they'll bring on their assets. So if you combine that and look at our ROA on a pro forma combined basis, we think that'll improve it by maybe three to five basis points, based on our modeling using the first half of 2024 annualized. Matt, I'll you know, jump in on that too, to say, we just thought it was more appropriate to use known items as opposed to items that might be more prognosticated into the future, you know, like consensus for 2025 or 2026. We knew what our performance looked like for the first half of the year. We knew what their performance looked like. Thought that that was the best baseline to work off. So if, you know, interest rate changes in the market, changes in yield curve dynamics, you know, versus the current, you know, inversion that we're experiencing are out there, do we think that performance longer term could be better? I'm sure we do. But it just didn't seem to make sense to try to take advantage of some of those things and put those into our forward-looking estimates. Understood. Okay, just two other ones for me. The first one is with the new markets, Rochester and Buffalo, big, dense markets for you, what do you expect the impact to be on the go-forward loan growth outlook? And secondarily, you know, how much and where do you expect to spend dollars to kind of get both of those areas where you want them to be? ... Yeah, so great question. You know, Evans has demonstrated a very high aptitude of loan growth over time, you know, through multiple cycles, and you know, so we think that you know, their teams really know how to identify the appropriate customer mix in the marketplace, and know how to grow that. You know, I think they've been really, really good at some of the disruption that's been created in the Buffalo market over the last five to 10 years, and have capitalized on that for you know, for their own growth. You know, so I certainly don't think it severely changes our estimates of mid-single digit growth expectations. You know, again, do we think part of Western New York is gonna participate in some of the semiconductor and technology investments that the federal government and the state are leading into our region? We absolutely do, but again, I think, you know, both companies have demonstrated controlled growth over time, and I would guess that we probably won't veer much from that. You know, I think we'll have an opportunity, you know, to look at where we want to, you know, you know, focus our attention, in terms of industry concentration, in terms of, you know, the mix between consumer and commercial lending, which, of course, is a function of answering the call in the market. You know, what does the market need, and that's how we've tried to design our strategies for that. You know, I think outside of that, Matt, you know, I think we're bullish relative to those future opportunities in Upstate New York, and you think this even better positions us to take advantage of that holistically. Great. Last one. Scott, could you just give us an update on how the quarter is going? Particularly interested in how deposit costs are faring, new loan yields with the flattening yield curve, so overall NIM dynamics, and then anything notable on the loan growth and credit quality front. Sure. You know, a couple things. We're in the middle of the quarter, and you know we're not a guidance-based enterprise, so, I will say this, you know, in the second quarter, we experienced a modest tick-up in our net interest margin, which was welcome. And where did that come from? That came from new assets repricing faster than existing deposit costs or funding mix. So, you know, we're happy when we see that. Our first to second quarter was a sample of one, so we're not ready to, you know, declare victory or call that a trend just yet. So when we get to the end of the quarter, you know, we'll see how that's gone. I think in terms of our marketplaces, demand has stayed very good. And we had a really robust second quarter from a loan growth standpoint, and I think we said this in July, probably don't expect that type of outcome will be repeatable for us in multiple quarters. You know, but very happy with where the demand characteristics are and very happy how our team is addressing those. So, you know, trucking along as expected. Appreciate it. I'll leave it there. Thank you. Thanks, Matt. Again, if you have a question, please press star one, one on your touchtone telephone. Our next question will come from the line of Christopher O'Connell with KBW. Hey, good morning, and congratulations- Hey, Chris on the transaction. Thank you. So just, you know, no branch overlap, and it sounds like, you know, you're keeping a lot of the talent. You know, maybe just, you know, walk us through or provide a little bit of color on, you know, what's driving or how you're getting to the 25% cost save number? Yeah. I'll take that, and whether Joe or Annette wants to chime in, too. So, you know, in this particular case, you know, there's a lot of technology savings here. We think that there's a lot of technology savings here. You know, just the scale that we possess, and you know, we got the ability to look at that in our Salisbury transaction a year ago. You know, so we have a great template relative to, you know, understanding where that might be. You know, the underlying technology that Evans has is very good. You know, and you know, but we believe that you know, the likely integration to ours will provide some deeper products, and you know, some additional functionality. That, as a smaller institution, you know, they've really had to space out their investments just to you know the necessity of where they were. So I think it's a combination of all of their operating expenses. We expect contribution in order to get to that. Your comment, your first question, though, well taken. Evans has a really deep team of people with really good experience. So you know, this is a terrific opportunity for us to be able to, to look at that and say, you know, "How do we best utilize the skills and the talents of the people that we're partnering with?" And so, you know, I believe that, you know, we think we have some incremental investment opportunities, both in the market, whether that's Rochester or Buffalo, and with some of their folks. You know, and again, not lost on us that, you know, the size of the organization will be $15 billion or $16 billion. We continue to build out things like enterprise risk management at our size, which is a necessity for us. It's really important as we operate the institution, and it's important for us to make progress going forward. They have a lot of people that can help us with that. I think we've found the right blend from a mix standpoint relative to cost savings and you know, confident that we can achieve and deliver on those, but also confident that we can improve our structure. Great. Thanks, Scott. And then do you have what the accretion and dilution dynamics are, excluding the interest rate mark impact? ... I think you'll find the information that you're looking for in the back of our deck in the appendix, and I don't have that right off the top of my head, but, you know, you can circle back with me on that. Okay, got it. And then just, you know, following up on the loan growth dynamics, you know, for these two markets in Buffalo and Rochester, I mean, how would you kind of like stack rank them in terms of the rest of your markets and the organic growth opportunities, you know, for the next few years? Do you see them as being, you know, higher, kind of the middle, middle of the stack or yeah. Chris, I think they align very well, and very similar. You know, we have seen, you know, great opportunities, in 2024 in the Capital District and in Central New York. You know, there had been a handful of years before that where some of our growth attributes were led by some of our investments and our performance in New England. I think some of that has stabilized. You know, we took advantage of some disruption opportunity in New England. So I think across the board, we feel really good about that. And I think the Rochester and the Buffalo markets line up quite well with that. I also think that, you know, in terms of how we think about that, you know, opening up two markets that have a combined two and a half million people for us, is really a lot of upside opportunity. Now, we'll have to get there. We'll have to perform, you know, and provide the products and support for the folks in those markets, because they're really the people who are gonna deliver the difference in the outcome. Great, and then just lastly, I mean, you know, really strong credit track record at Evans, and you know, it's the mark at 1%. You know, just wanted to get your, you know, thoughts around, you know, the portfolio review process and kind of, you know, what you guys saw and when you guys were taking a review there. So we had a pretty extensive loan review process, and our credit due diligence team took a deep dive, you know, across the larger credits and various of industries and portfolios. You know, I think the high level takeaway is, yes, they're very good at credit risk management. You know, some of their practices and, you know, the way that their loan book looks is very similar to ours, so we, you know, no significant concerns bubbled up throughout that process. Got it. So no portfolios or parts that you, you know, would wanna exit or anything after the transaction? Yeah, we didn't identify anything. And I think that's the, you know, sort of the beauty of where we are from a, both a capital perspective and a mix perspective, is that we'll have time to evaluate that. But nothing comes to the front of the class for us to say, you know, this is a business line that we don't have experience in or that, you know, we don't think creates long-term opportunity. We like their mix a lot. Great. Appreciate the time. Thanks for the questions. I'm not showing any further questions. I will now turn the call back to Scott Kingsley for his closing remarks. Thank you, Liz. I wanna thank everybody for participating in today's call and your continuing interest in NBT. Hopefully we'll talk to you after the end of the third quarter. Thanks so much. Thank you, Mr. Kingsley. This concludes our program. You may disconnect. Have a great day.