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FINANCIAL INSTITUTIONS INC - Quarter Report: 2019 June (Form 10-Q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended              June 30, 2019            

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number:     000-26481     

 

 

(Exact name of registrant as specified in its charter)

 

 

NEW YORK

  

16-0816610

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

 

220 LIBERTY STREET, WARSAW, NEW YORK

  

14569

(Address of principal executive offices)

  

(Zip Code)

 

(585) 786-1100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

FISI

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes     No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes      No      

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

    

Smaller reporting company

 

 

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes     No   

The registrant had 15,994,697 shares of Common Stock, $0.01 par value, outstanding as of July 31, 2019.

 

 


Table of Contents

 

FINANCIAL INSTITUTIONS, INC.

Form 10-Q

For the Quarterly Period Ended June 30, 2019

TABLE OF CONTENTS

 

 

 

PAGE

PART I.

 

FINANCIAL INFORMATION

 

 

 

 

 

 

 

ITEM 1.

 

Financial Statements

 

 

 

 

 

 

 

 

 

Consolidated Statements of Financial Condition (Unaudited) - at June 30, 2019 and December 31, 2018

 

3

 

 

 

 

 

 

 

Consolidated Statements of Income (Unaudited) - Three and six months ended June 30, 2019 and 2018

 

4

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income (Unaudited) - Three and six months ended June 30, 2019 and 2018

 

5

 

 

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - Three and six months ended June 30, 2019 and 2018

 

6

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows (Unaudited) - Six months ended June 30, 2019 and 2018

 

8

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

9

 

 

 

 

 

ITEM 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

39

 

 

 

 

 

ITEM 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

57

 

 

 

 

 

ITEM 4.

 

Controls and Procedures

 

58

 

 

 

 

 

PART II.

 

OTHER INFORMATION

 

 

 

 

 

 

 

ITEM 1.

 

Legal Proceedings

 

59

 

 

 

 

 

ITEM 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

59

 

 

 

 

 

ITEM 6.

 

Exhibits

 

59

 

 

 

 

 

 

 

Signatures

 

60

 

 

 

- 2 -


Table of Contents

 

PART I. FINANCIAL INFORMATION

ITEM 1.      Financial Statements

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition (Unaudited)

 

(Dollars in thousands, except share and per share data)

 

June 30,

2019

 

 

December 31,

2018

 

ASSETS

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

108,988

 

 

$

102,755

 

Securities available for sale, at fair value

 

 

406,509

 

 

 

445,677

 

Securities held to maturity, at amortized cost (fair value of $401,405 and $439,581, respectively)

 

 

398,610

 

 

 

446,581

 

Loans held for sale

 

 

2,045

 

 

 

2,868

 

Loans (net of allowance for loan losses of $34,434 and $33,914, respectively)

 

 

3,117,250

 

 

 

3,052,684

 

Company owned life insurance

 

 

67,974

 

 

 

67,116

 

Premises and equipment, net

 

 

41,957

 

 

 

42,839

 

Goodwill and other intangible assets, net

 

 

75,534

 

 

 

76,173

 

Other assets

 

 

95,078

 

 

 

75,005

 

Total assets

 

$

4,313,945

 

 

$

4,311,698

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Noninterest-bearing demand

 

$

719,150

 

 

$

755,460

 

Interest-bearing demand

 

 

677,846

 

 

 

622,482

 

Savings and money market

 

 

966,509

 

 

 

968,897

 

Time deposits

 

 

1,108,484

 

 

 

1,020,068

 

Total deposits

 

 

3,471,989

 

 

 

3,366,907

 

Short-term borrowings

 

 

308,500

 

 

 

469,500

 

Long-term borrowings, net of issuance costs of $763 and $798, respectively

 

 

39,237

 

 

 

39,202

 

Other liabilities

 

 

71,865

 

 

 

39,796

 

Total liabilities

 

 

3,891,591

 

 

 

3,915,405

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Series A 3% preferred stock, $100 par value; 1,533 shares authorized;

   1,435 shares issued

 

 

143

 

 

 

143

 

Series B-1 8.48% preferred stock, $100 par value; 200,000 shares authorized;

   171,847 shares issued

 

 

17,185

 

 

 

17,185

 

Total preferred equity

 

 

17,328

 

 

 

17,328

 

Common stock, $0.01 par value; 50,000,000 shares authorized; 16,099,556

   and 16,056,178 shares issued, respectively

 

 

161

 

 

 

161

 

Additional paid-in capital

 

 

123,980

 

 

 

122,704

 

Retained earnings

 

 

296,151

 

 

 

279,867

 

Accumulated other comprehensive loss

 

 

(13,160

)

 

 

(21,281

)

Treasury stock, at cost – 104,859 and 127,580 shares, respectively

 

 

(2,106

)

 

 

(2,486

)

Total shareholders’ equity

 

 

422,354

 

 

 

396,293

 

Total liabilities and shareholders’ equity

 

$

4,313,945

 

 

$

4,311,698

 

 

See accompanying notes to the consolidated financial statements.

 

- 3 -


Table of Contents

 

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

 

(In thousands, except per share amounts)

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

37,807

 

 

$

31,343

 

 

$

74,273

 

 

$

61,101

 

Interest and dividends on investment securities

 

 

4,752

 

 

 

5,525

 

 

 

9,698

 

 

 

11,166

 

Other interest income

 

 

89

 

 

 

145

 

 

 

191

 

 

 

223

 

Total interest income

 

 

42,648

 

 

 

37,013

 

 

 

84,162

 

 

 

72,490

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

7,378

 

 

 

4,253

 

 

 

14,177

 

 

 

7,709

 

Short-term borrowings

 

 

2,189

 

 

 

1,912

 

 

 

4,494

 

 

 

3,613

 

Long-term borrowings

 

 

617

 

 

 

618

 

 

 

1,235

 

 

 

1,236

 

Total interest expense

 

 

10,184

 

 

 

6,783

 

 

 

19,906

 

 

 

12,558

 

Net interest income

 

 

32,464

 

 

 

30,230

 

 

 

64,256

 

 

 

59,932

 

Provision for loan losses

 

 

2,354

 

 

 

40

 

 

 

3,547

 

 

 

2,989

 

Net interest income after provision for loan losses

 

 

30,110

 

 

 

30,190

 

 

 

60,709

 

 

 

56,943

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposits

 

 

1,756

 

 

 

1,703

 

 

 

3,436

 

 

 

3,441

 

Insurance income

 

 

872

 

 

 

1,018

 

 

 

2,250

 

 

 

2,417

 

ATM and debit card

 

 

1,739

 

 

 

1,531

 

 

 

3,182

 

 

 

2,952

 

Investment advisory

 

 

2,327

 

 

 

1,911

 

 

 

4,543

 

 

 

3,689

 

Company owned life insurance

 

 

424

 

 

 

443

 

 

 

834

 

 

 

893

 

Investments in limited partnerships

 

 

144

 

 

 

123

 

 

 

376

 

 

 

691

 

Loan servicing

 

 

104

 

 

 

108

 

 

 

214

 

 

 

223

 

Income (loss) from derivative instruments, net

 

 

(45

)

 

 

176

 

 

 

123

 

 

 

347

 

Net gain on sale of loans held for sale

 

 

407

 

 

 

131

 

 

 

589

 

 

 

227

 

Net gain on investment securities

 

 

166

 

 

 

7

 

 

 

113

 

 

 

7

 

Net gain on other assets

 

 

9

 

 

 

9

 

 

 

58

 

 

 

12

 

Other

 

 

1,330

 

 

 

1,247

 

 

 

2,635

 

 

 

2,415

 

Total noninterest income

 

 

9,233

 

 

 

8,407

 

 

 

18,353

 

 

 

17,314

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

13,249

 

 

 

12,871

 

 

 

27,250

 

 

 

26,300

 

Occupancy and equipment

 

 

4,326

 

 

 

4,167

 

 

 

8,912

 

 

 

8,574

 

Professional services

 

 

932

 

 

 

896

 

 

 

2,090

 

 

 

1,779

 

Computer and data processing

 

 

1,350

 

 

 

1,358

 

 

 

2,573

 

 

 

2,593

 

Supplies and postage

 

 

498

 

 

 

548

 

 

 

1,032

 

 

 

1,060

 

FDIC assessments

 

 

486

 

 

 

480

 

 

 

998

 

 

 

988

 

Advertising and promotions

 

 

1,086

 

 

 

721

 

 

 

1,606

 

 

 

1,698

 

Amortization of intangibles

 

 

316

 

 

 

305

 

 

 

639

 

 

 

593

 

Other

 

 

2,760

 

 

 

2,102

 

 

 

5,074

 

 

 

3,967

 

Total noninterest expense

 

 

25,003

 

 

 

23,448

 

 

 

50,174

 

 

 

47,552

 

Income before income taxes

 

 

14,340

 

 

 

15,149

 

 

 

28,888

 

 

 

26,705

 

Income tax expense

 

 

2,939

 

 

 

2,979

 

 

 

5,966

 

 

 

5,247

 

Net income

 

$

11,401

 

 

$

12,170

 

 

$

22,922

 

 

$

21,458

 

Preferred stock dividends

 

 

366

 

 

 

366

 

 

 

731

 

 

 

731

 

Net income available to common shareholders

 

$

11,035

 

 

$

11,804

 

 

$

22,191

 

 

$

20,727

 

Earnings per common share (Note 3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.69

 

 

$

0.74

 

 

$

1.39

 

 

$

1.30

 

Diluted

 

$

0.69

 

 

$

0.74

 

 

$

1.39

 

 

$

1.30

 

Cash dividends declared per common share

 

$

0.25

 

 

$

0.24

 

 

$

0.50

 

 

$

0.48

 

 

See accompanying notes to the consolidated financial statements.

- 4 -


Table of Contents

 

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

 

 

(Dollars in thousands)

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income

 

$

11,401

 

 

$

12,170

 

 

$

22,922

 

 

$

21,458

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale and transferred securities

 

 

5,239

 

 

 

(2,487

)

 

 

10,742

 

 

 

(8,757

)

Hedging derivative instruments

 

 

(106

)

 

 

227

 

 

 

(360

)

 

 

123

 

Pension and post-retirement obligations

 

 

261

 

 

 

127

 

 

 

522

 

 

 

254

 

Total other comprehensive income (loss), net of tax

 

 

5,394

 

 

 

(2,133

)

 

 

10,904

 

 

 

(8,380

)

Comprehensive income

 

$

16,795

 

 

$

10,037

 

 

$

33,826

 

 

$

13,078

 

 

See accompanying notes to the consolidated financial statements.

- 5 -


Table of Contents

 

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

Three and six months ended June 30, 2019 and 2018

 

(Dollars in thousands, except per share data)

 

Preferred

Equity

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Treasury

Stock

 

 

Total

Shareholders’

Equity

 

Balance at December 31, 2018

 

$

17,328

 

 

$

161

 

 

$

122,704

 

 

$

279,867

 

 

$

(21,281

)

 

$

(2,486

)

 

$

396,293

 

Cumulative-effect adjustment

 

 

 

 

 

 

 

 

 

 

 

(710

)

 

 

 

 

 

 

 

 

(710

)

Balance at January 1, 2019

 

$

17,328

 

 

$

161

 

 

$

122,704

 

 

$

279,157

 

 

$

(21,281

)

 

$

(2,486

)

 

$

395,583

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

11,521

 

 

 

 

 

 

 

 

 

11,521

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,510

 

 

 

 

 

 

5,510

 

Reclassification of income tax effects

 

 

 

 

 

 

 

 

 

 

 

2,783

 

 

 

(2,783

)

 

 

 

 

 

 

Purchases of common stock for treasury

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(193

)

 

 

(193

)

Share-based compensation plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

182

 

 

 

 

 

 

 

 

 

 

 

 

182

 

Restricted stock units released

 

 

 

 

 

 

 

 

(362

)

 

 

 

 

 

 

 

 

362

 

 

 

 

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A 3% Preferred-$0.75 per share

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

Series B-1 8.48% Preferred-$2.12 per

   share

 

 

 

 

 

 

 

 

 

 

 

(364

)

 

 

 

 

 

 

 

 

(364

)

Common-$0.25 per share

 

 

 

 

 

 

 

 

 

 

 

(3,985

)

 

 

 

 

 

 

 

 

(3,985

)

Balance at March 31, 2019

 

$

17,328

 

 

$

161

 

 

$

122,524

 

 

$

289,111

 

 

$

(18,554

)

 

$

(2,317

)

 

$

408,253

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

11,401

 

 

 

 

 

 

 

 

 

11,401

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,394

 

 

 

 

 

 

5,394

 

Common stock issued

 

 

 

 

 

 

 

 

1,151

 

 

 

 

 

 

 

 

 

 

 

 

1,151

 

Share-based compensation plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

453

 

 

 

 

 

 

 

 

 

 

 

 

453

 

Restricted stock awards issued

 

 

 

 

 

 

 

 

(165

)

 

 

 

 

 

 

 

 

165

 

 

 

 

Stock awards

 

 

 

 

 

 

 

 

17

 

 

 

 

 

 

 

 

 

46

 

 

 

63

 

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A 3% Preferred-$0.75 per share

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

Series B-1 8.48% Preferred-$2.12 per

   share

 

 

 

 

 

 

 

 

 

 

 

(365

)

 

 

 

 

 

 

 

 

(365

)

Common-$0.25 per share

 

 

 

 

 

 

 

 

 

 

 

(3,995

)

 

 

 

 

 

 

 

 

(3,995

)

Balance at June 30, 2019

 

$

17,328

 

 

$

161

 

 

$

123,980

 

 

$

296,151

 

 

$

(13,160

)

 

$

(2,106

)

 

$

422,354

 

 

Continued on next page

 

See accompanying notes to the consolidated financial statements.

- 6 -


Table of Contents

 

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) (Continued)

Three and six months ended June 30, 2019 and 2018

 

(Dollars in thousands, except per share data)

 

Preferred

Equity

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Treasury

Stock

 

 

Total

Shareholders’

Equity

 

Balance at December 31, 2017

 

$

17,329

 

 

$

161

 

 

$

121,058

 

 

$

257,078

 

 

$

(11,916

)

 

$

(2,533

)

 

$

381,177

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

9,288

 

 

 

 

 

 

 

 

 

9,288

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,247

)

 

 

 

 

 

(6,247

)

Purchases of common stock for treasury

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(113

)

 

 

(113

)

Share-based compensation plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

302

 

 

 

 

 

 

 

 

 

 

 

 

302

 

Stock options exercised

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

77

 

 

 

76

 

Restricted stock awards forfeited

 

 

 

 

 

 

 

 

446

 

 

 

 

 

 

 

 

 

(446

)

 

 

 

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A 3% Preferred-$0.75 per share

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

Series B-1 8.48% Preferred-$2.12 per

   share

 

 

 

 

 

 

 

 

 

 

 

(364

)

 

 

 

 

 

 

 

 

(364

)

Common-$0.24 per share

 

 

 

 

 

 

 

 

 

 

 

(3,816

)

 

 

 

 

 

 

 

 

(3,816

)

Balance at March 31, 2018

 

$

17,329

 

 

$

161

 

 

$

121,805

 

 

$

262,185

 

 

$

(18,163

)

 

$

(3,015

)

 

$

380,302

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

12,170

 

 

 

 

 

 

 

 

 

12,170

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,133

)

 

 

 

 

 

(2,133

)

Share-based compensation plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

457

 

 

 

 

 

 

 

 

 

 

 

 

457

 

Stock options exercised

 

 

 

 

 

 

 

 

(14

)

 

 

 

 

 

 

 

 

247

 

 

 

233

 

Restricted stock awards issued

 

 

 

 

 

 

 

 

(143

)

 

 

 

 

 

 

 

 

143

 

 

 

 

Stock awards

 

 

 

 

 

 

 

 

39

 

 

 

 

 

 

 

 

 

53

 

 

 

92

 

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A 3% Preferred-$0.75 per share

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

Series B-1 8.48% Preferred-$2.12 per

   share

 

 

 

 

 

 

 

 

 

 

 

(365

)

 

 

 

 

 

 

 

 

(365

)

Common-$0.24 per share

 

 

 

 

 

 

 

 

 

 

 

(3,818

)

 

 

 

 

 

 

 

 

(3,818

)

Balance at June 30, 2018

 

$

17,329

 

 

$

161

 

 

$

122,144

 

 

$

270,171

 

 

$

(20,296

)

 

$

(2,572

)

 

$

386,937

 

 

See accompanying notes to the consolidated financial statements

- 7 -


Table of Contents

 

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

 

(Dollars in thousands)

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

22,922

 

 

$

21,458

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

4,155

 

 

 

3,235

 

Net amortization of premiums on securities

 

 

1,052

 

 

 

1,350

 

Provision for loan losses

 

 

3,547

 

 

 

2,989

 

Share-based compensation

 

 

635

 

 

 

759

 

Deferred income tax expense (benefit)

 

 

680

 

 

 

(4,978

)

Proceeds from sale of loans held for sale

 

 

15,432

 

 

 

9,766

 

Originations of loans held for sale

 

 

(14,163

)

 

 

(8,835

)

Income on company owned life insurance

 

 

(834

)

 

 

(893

)

Net gain on sale of loans held for sale

 

 

(589

)

 

 

(227

)

Net gain on investment securities

 

 

(113

)

 

 

(7

)

Net gain on other assets

 

 

(58

)

 

 

(12

)

(Increase) decrease in other assets

 

 

(2,786

)

 

 

6,785

 

Decrease in other liabilities

 

 

(747

)

 

 

(1,122

)

Net cash provided by operating activities

 

 

29,133

 

 

 

30,268

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of available for sale securities

 

 

(20,932

)

 

 

 

Purchases of held to maturity securities

 

 

(7,494

)

 

 

(16,535

)

Proceeds from principal payments, maturities and calls on available for sale securities

 

 

40,119

 

 

 

14,813

 

Proceeds from principal payments, maturities and calls on held to maturity securities

 

 

54,735

 

 

 

59,448

 

Proceeds from sales of securities available for sale

 

 

44,615

 

 

 

5,768

 

Net loan originations

 

 

(88,993

)

 

 

(169,315

)

Loans sold to others

 

 

21,077

 

 

 

 

Purchases of company owned life insurance, net of proceeds received

 

 

(24

)

 

 

(7

)

Proceeds from sales of other assets

 

 

329

 

 

 

259

 

Purchases of premises and equipment

 

 

(1,684

)

 

 

(1,102

)

Cash consideration paid for acquisition, net of cash acquired

 

 

 

 

 

(4,447

)

Net cash provided by (used in) investing activities

 

 

41,748

 

 

 

(111,118

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Net increase in deposits

 

 

105,082

 

 

 

51,993

 

Net (decrease) increase in short-term borrowings

 

 

(161,000

)

 

 

26,600

 

Purchases of common stock for treasury

 

 

(193

)

 

 

(113

)

Proceeds from stock options exercised

 

 

 

 

 

309

 

Cash dividends paid to common and preferred shareholders

 

 

(8,537

)

 

 

(8,040

)

Net cash (used in) provided by financing activities

 

 

(64,648

)

 

 

70,749

 

Net increase (decrease) in cash and cash equivalents

 

 

6,233

 

 

 

(10,101

)

Cash and cash equivalents, beginning of period

 

 

102,755

 

 

 

99,195

 

Cash and cash equivalents, end of period

 

$

108,988

 

 

$

89,094

 

 

See accompanying notes to the consolidated financial statements.

 

- 8 -


Table of Contents

 

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(1.)BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Financial Institutions, Inc. (the “Company”) is a financial holding company organized in 1931 under the laws of New York State (“New York”). The Company provides diversified financial services through its subsidiaries, Five Star Bank, SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”). The Company offers a broad array of deposit, lending and other financial services to individuals, municipalities and businesses in Western and Central New York through its wholly-owned New York chartered banking subsidiary, Five Star Bank (the “Bank”). The Bank also has indirect lending network relationships with franchised automobile dealers in the Capital District of New York and Northern and Central Pennsylvania. SDN provides a broad range of insurance services to personal and business clients. Courier Capital and HNP Capital provide customized investment management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting policies conform to U.S. generally accepted accounting principles (“GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in conformity with GAAP have been condensed or omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying consolidated financial statements reflect all adjustments of a normal and recurring nature necessary for a fair presentation of the consolidated statements of financial condition, income, comprehensive income, changes in shareholders’ equity and cash flows for the periods indicated and contain adequate disclosure to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s 2018 Annual Report on Form 10-K for the year ended December 31, 2018. The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year.

Reclassifications

Certain reclassifications of previously reported amounts have been made to conform to the current year presentation. Such reclassifications did not impact net income or shareholders’ equity as previously reported.

Subsequent Events

The Company has evaluated events and transactions for potential recognition or disclosure through the day the financial statements were issued and determined there were no material recognizable subsequent events.

Use of Estimates

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates relate to the determination of the allowance for loan losses, the carrying value of goodwill and deferred tax assets, and assumptions used in the defined benefit pension plan accounting.

Cash Flow Reporting

Supplemental cash flow information is summarized as follows for the six months ended June 30 (in thousands):

 

 

 

2019

 

 

2018

 

Supplemental information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

18,818

 

 

$

13,187

 

Cash paid for income taxes

 

 

5,220

 

 

 

1,916

 

Noncash investing and financing activities:

 

 

 

 

 

 

 

 

Real estate and other assets acquired in settlement of loans

 

 

68

 

 

 

414

 

Accrued and declared unpaid dividends

 

 

4,361

 

 

 

4,184

 

Increase in net unsettled security purchases

 

 

10,481

 

 

 

2,136

 

Common stock issued for Courier Capital contingent earn-out

 

 

1,151

 

 

 

 

Assets acquired and liabilities assumed in business combinations:

 

 

 

 

 

 

 

 

Fair value of assets acquired

 

 

 

 

 

2,561

 

Fair value of liabilities assumed

 

 

 

 

 

128

 

 

- 9 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(1.)BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). ASU 2016-02 establishes a right of use model that requires a lessee to record a right of use asset and a lease liability for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public business entities. In July 2018, ASU 2018-11, Leases (Topic 842): Targeted Improvements was issued to allow companies to choose to recognize the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings rather than recasting prior year results. The adoption of ASU 2016-02, as of January 1, 2019, resulted in an increase of approximately $22.7 million in assets and approximately $23.4 million in liabilities on the Company’s financial statements from recording additional lease contracts where the Company is a lessee.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for financial assets held at amortized cost basis and available for sale debt securities. Topic 326 eliminates the probable initial recognition threshold in current GAAP and instead, requires an entity to reflect its current estimate of all expected credit losses based on historical experience, current conditions and reasonable and supportable forecasts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those years. The Company is evaluating the new guidance and expects it to have an impact on the Company’s statements of income and financial condition, the significance of which is not yet known, nor can it be reasonably estimated currently. Due to the significant differences in the new authoritative guidance from existing GAAP, the implementation of this guidance may result in material changes in our accounting for credit losses on financial instruments and will be impacted by the Company’s loan and securities portfolios’ composition, attributes and quality in addition to prevailing economic conditions and forecasts at the time of adoption. As part of the Company’s evaluation process, it has established a steering committee and working group, including individuals from various functional areas, to assess processes and related controls, portfolio segmentation, model development, system requirements and needed resources.

In March 2017, the FASB issued ASU No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities. These amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments should be applied on a modified retrospective basis, with a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The adoption of ASU 2017-08, as of January 1, 2019, did not have a significant impact on the Company’s financial statements.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities. These amendments: (a) expand and refine hedge accounting for both financial and non-financial risk components, (b) align the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and (c) include certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments related to cash flow and net investment hedges existing at the date of adoption should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to presentation and disclosure should be applied prospectively. The adoption of ASU 2017-12, as of January 1, 2019, did not have a significant impact on the Company’s financial statements.

- 10 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(1.)BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the “TCJ Act”). The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The amendments should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the federal corporate income tax rate in the TCJ Act is recognized. The adoption of ASU 2018-02, as of January 1, 2019, resulted in the Company reclassifying approximately $2.8 million from accumulated other comprehensive income (loss) to retained earnings.

(2.)BUSINESS COMBINATIONS

2018 Activity – HNP Capital Acquisition

On June 1, 2018, the Company completed the acquisition of HNP Capital, a Securities and Exchange Commission (“SEC”)-registered investment advisor with approximately $344 million in assets under management as of June 30, 2018. Consideration for the acquisition totaled $5.1 million in cash. As a result of the acquisition, the Company recorded goodwill of $2.6 million and other intangible assets of $2.5 million. The goodwill and other intangible assets are expected to be deductible for income tax purposes. The allocation of acquisition cost to the assets acquired and liabilities assumed and pro forma results of operations for this acquisition have not been presented because the effect of this acquisition was not material to the Company’s consolidated financial statements.

(3.)EARNINGS PER COMMON SHARE (“EPS”)

The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted EPS (in thousands, except per share amounts).

 

 

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income available to common shareholders

 

$

11,035

 

 

$

11,804

 

 

$

22,191

 

 

$

20,727

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shares issued

 

 

16,088

 

 

 

16,056

 

 

 

16,072

 

 

 

16,056

 

Unvested restricted stock awards

 

 

(4

)

 

 

(4

)

 

 

(4

)

 

 

(12

)

Treasury shares

 

 

(114

)

 

 

(146

)

 

 

(118

)

 

 

(146

)

Total basic weighted average common shares outstanding

 

 

15,970

 

 

 

15,906

 

 

 

15,950

 

 

 

15,898

 

Incremental shares from assumed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

 

 

 

3

 

 

 

 

 

 

5

 

Vesting of restricted stock awards

 

 

45

 

 

 

39

 

 

 

47

 

 

 

42

 

Total diluted weighted average common shares outstanding

 

 

16,015

 

 

 

15,948

 

 

 

15,997

 

 

 

15,945

 

Basic earnings per common share

 

$

0.69

 

 

$

0.74

 

 

$

1.39

 

 

$

1.30

 

Diluted earnings per common share

 

$

0.69

 

 

$

0.74

 

 

$

1.39

 

 

$

1.30

 

 

For each of the periods presented, average shares subject to the following instruments were excluded from the computation of diluted EPS because the effect would be antidilutive:

 

Stock options

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock awards

 

 

7

 

 

 

7

 

 

 

8

 

 

 

6

 

Total

 

 

7

 

 

 

7

 

 

 

8

 

 

 

6

 

 

- 11 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(4.)INVESTMENT SECURITIES

The amortized cost and fair value of investment securities are summarized below (in thousands):

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency and government sponsored enterprises

 

$

109,621

 

 

$

1,623

 

 

$

58

 

 

$

111,186

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

251,417

 

 

 

2,251

 

 

 

367

 

 

 

253,301

 

Federal Home Loan Mortgage Corporation

 

 

36,290

 

 

 

263

 

 

 

256

 

 

 

36,297

 

Government National Mortgage Association

 

 

4,815

 

 

 

67

 

 

 

 

 

 

4,882

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

119

 

 

 

 

 

 

1

 

 

 

118

 

Federal Home Loan Mortgage Corporation

 

 

35

 

 

 

 

 

 

 

 

 

35

 

Privately issued

 

 

 

 

 

690

 

 

 

 

 

 

690

 

Total mortgage-backed securities

 

 

292,676

 

 

 

3,271

 

 

 

624

 

 

 

295,323

 

Total available for sale securities

 

$

402,297

 

 

$

4,894

 

 

$

682

 

 

$

406,509

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and political subdivisions

 

$

200,274

 

 

$

3,527

 

 

$

19

 

 

$

203,782

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

10,977

 

 

 

152

 

 

 

33

 

 

 

11,096

 

Federal Home Loan Mortgage Corporation

 

 

4,145

 

 

 

72

 

 

 

65

 

 

 

4,152

 

Government National Mortgage Association

 

 

39,587

 

 

 

186

 

 

 

217

 

 

 

39,556

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

56,428

 

 

 

123

 

 

 

592

 

 

 

55,959

 

Federal Home Loan Mortgage Corporation

 

 

71,293

 

 

 

272

 

 

 

535

 

 

 

71,030

 

Government National Mortgage Association

 

 

15,906

 

 

 

17

 

 

 

93

 

 

 

15,830

 

Total mortgage-backed securities

 

 

198,336

 

 

 

822

 

 

 

1,535

 

 

 

197,623

 

Total held to maturity securities

 

$

398,610

 

 

$

4,349

 

 

$

1,554

 

 

$

401,405

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency and government sponsored enterprises

 

$

155,102

 

 

$

 

 

$

3,074

 

 

$

152,028

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

258,984

 

 

 

44

 

 

 

6,325

 

 

 

252,703

 

Federal Home Loan Mortgage Corporation

 

 

35,962

 

 

 

13

 

 

 

1,275

 

 

 

34,700

 

Government National Mortgage Association

 

 

5,364

 

 

 

21

 

 

 

76

 

 

 

5,309

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

133

 

 

 

 

 

 

 

 

 

133

 

Federal Home Loan Mortgage Corporation

 

 

37

 

 

 

 

 

 

 

 

 

37

 

Privately issued

 

 

 

 

 

767

 

 

 

 

 

 

767

 

Total mortgage-backed securities

 

 

300,480

 

 

 

845

 

 

 

7,676

 

 

 

293,649

 

Total available for sale securities

 

$

455,582

 

 

$

845

 

 

$

10,750

 

 

$

445,677

 

 

 

- 12 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(4.)INVESTMENT SECURITIES (Continued)

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

December 31, 2018 (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and political subdivisions

 

$

234,845

 

 

$

876

 

 

$

1,211

 

 

$

234,510

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

11,602

 

 

 

8

 

 

 

261

 

 

 

11,349

 

Federal Home Loan Mortgage Corporation

 

 

4,583

 

 

 

 

 

 

193

 

 

 

4,390

 

Government National Mortgage Association

 

 

37,450

 

 

 

14

 

 

 

923

 

 

 

36,541

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

62,103

 

 

 

1

 

 

 

2,179

 

 

 

59,925

 

Federal Home Loan Mortgage Corporation

 

 

78,200

 

 

 

 

 

 

2,597

 

 

 

75,603

 

Government National Mortgage Association

 

 

17,798

 

 

 

 

 

 

535

 

 

 

17,263

 

Total mortgage-backed securities

 

 

211,736

 

 

 

23

 

 

 

6,688

 

 

 

205,071

 

Total held to maturity securities

 

$

446,581

 

 

$

899

 

 

$

7,899

 

 

$

439,581

 

 

Investment securities with a total fair value of $694.8 million and $751.0 million at June 30, 2019 and December 31, 2018, respectively, were pledged as collateral to secure public deposits and for other purposes required or permitted by law.

Sales of securities available for sale were as follows (in thousands):

 

 

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Proceeds from sales

 

$

39,667

 

 

$

5,768

 

 

$

44,615

 

 

$

5,768

 

Gross realized gains

 

 

203

 

 

 

9

 

 

 

203

 

 

 

9

 

Gross realized losses

 

 

37

 

 

 

2

 

 

 

90

 

 

 

2

 

 

The scheduled maturities of securities available for sale and securities held to maturity at June 30, 2019 are shown below (in thousands). Actual expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.

 

 

 

Amortized

 

 

Fair

 

 

 

Cost

 

 

Value

 

Debt securities available for sale:

 

 

 

 

 

 

 

 

Due in one year or less

 

$

21,794

 

 

$

21,721

 

Due from one to five years

 

 

105,018

 

 

 

106,314

 

Due after five years through ten years

 

 

173,807

 

 

 

176,526

 

Due after ten years

 

 

101,678

 

 

 

101,948

 

Total available for sale securities

 

$

402,297

 

 

$

406,509

 

Debt securities held to maturity:

 

 

 

 

 

 

 

 

Due in one year or less

 

$

47,189

 

 

$

47,565

 

Due from one to five years

 

 

131,918

 

 

 

134,551

 

Due after five years through ten years

 

 

58,251

 

 

 

58,541

 

Due after ten years

 

 

161,252

 

 

 

160,748

 

Total held to maturity securities

 

$

398,610

 

 

$

401,405

 

 

- 13 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(4.)INVESTMENT SECURITIES (Continued)

Unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows (in thousands):

 

 

 

Less than 12 months

 

 

12 months or longer

 

 

Total

 

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency and government sponsored

   enterprises

 

$

 

 

$

 

 

$

18,952

 

 

$

58

 

 

$

18,952

 

 

$

58

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

14,209

 

 

 

28

 

 

 

59,305

 

 

 

339

 

 

 

73,514

 

 

 

367

 

Federal Home Loan Mortgage Corporation

 

 

 

 

 

 

 

 

24,333

 

 

 

256

 

 

 

24,333

 

 

 

256

 

Government National Mortgage Association

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

67

 

 

 

1

 

 

 

16

 

 

 

 

 

 

83

 

 

 

1

 

Federal Home Loan Mortgage Corporation

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

5

 

 

 

 

Total mortgage-backed securities

 

 

14,276

 

 

 

29

 

 

 

83,659

 

 

 

595

 

 

 

97,935

 

 

 

624

 

Total available for sale securities

 

 

14,276

 

 

 

29

 

 

 

102,611

 

 

 

653

 

 

 

116,887

 

 

 

682

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and political subdivisions

 

 

 

 

 

 

 

 

4,631

 

 

 

19

 

 

 

4,631

 

 

 

19

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

2,422

 

 

 

3

 

 

 

3,442

 

 

 

30

 

 

 

5,864

 

 

 

33

 

Federal Home Loan Mortgage Corporation

 

 

 

 

 

 

 

 

2,643

 

 

 

65

 

 

 

2,643

 

 

 

65

 

Government National Mortgage Association

 

 

 

 

 

 

 

 

19,077

 

 

 

217

 

 

 

19,077

 

 

 

217

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

6,763

 

 

 

8

 

 

 

37,056

 

 

 

584

 

 

 

43,819

 

 

 

592

 

Federal Home Loan Mortgage Corporation

 

 

 

 

 

 

 

 

52,528

 

 

 

535

 

 

 

52,528

 

 

 

535

 

Government National Mortgage Association

 

 

 

 

 

 

 

 

11,586

 

 

 

93

 

 

 

11,586

 

 

 

93

 

Total mortgage-backed securities

 

 

9,185

 

 

 

11

 

 

 

126,332

 

 

 

1,524

 

 

 

135,517

 

 

 

1,535

 

Total held to maturity securities

 

 

9,185

 

 

 

11

 

 

 

130,963

 

 

 

1,543

 

 

 

140,148

 

 

 

1,554

 

Total temporarily impaired securities

 

$

23,461

 

 

$

40

 

 

$

233,574

 

 

$

2,196

 

 

$

257,035

 

 

$

2,236

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies and government sponsored

   enterprises

 

$

 

 

$

 

 

$

152,028

 

 

$

3,074

 

 

$

152,028

 

 

$

3,074

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

251

 

 

 

1

 

 

 

247,615

 

 

 

6,324

 

 

 

247,866

 

 

 

6,325

 

Federal Home Loan Mortgage Corporation

 

 

 

 

 

 

 

 

33,918

 

 

 

1,275

 

 

 

33,918

 

 

 

1,275

 

Government National Mortgage Association

 

 

 

 

 

 

 

 

4,667

 

 

 

76

 

 

 

4,667

 

 

 

76

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

 

 

 

 

 

 

56

 

 

 

 

 

 

56

 

 

 

 

Federal Home Loan Mortgage Corporation

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

6

 

 

 

 

Total mortgage-backed securities

 

 

251

 

 

 

1

 

 

 

286,262

 

 

 

7,675

 

 

 

286,513

 

 

 

7,676

 

Total available for sale securities

 

 

251

 

 

 

1

 

 

 

438,290

 

 

 

10,749

 

 

 

438,541

 

 

 

10,750

 

- 14 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(4.)INVESTMENT SECURITIES (Continued)

 

 

 

Less than 12 months

 

 

12 months or longer

 

 

Total

 

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

December 31, 2018 (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and political subdivisions

 

 

35,751

 

 

 

91

 

 

 

49,534

 

 

 

1,120

 

 

 

85,285

 

 

 

1,211

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

1,518

 

 

 

3

 

 

 

8,695

 

 

 

258

 

 

 

10,213

 

 

 

261

 

Federal Home Loan Mortgage Corporation

 

 

1,467

 

 

 

5

 

 

 

2,923

 

 

 

188

 

 

 

4,390

 

 

 

193

 

Government National Mortgage Association

 

 

11,783

 

 

 

82

 

 

 

22,516

 

 

 

841

 

 

 

34,299

 

 

 

923

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

 

 

 

 

 

 

57,973

 

 

 

2,179

 

 

 

57,973

 

 

 

2,179

 

Federal Home Loan Mortgage Corporation

 

 

 

 

 

 

 

 

75,603

 

 

 

2,597

 

 

 

75,603

 

 

 

2,597

 

Government National Mortgage Association

 

 

 

 

 

 

 

 

17,263

 

 

 

535

 

 

 

17,263

 

 

 

535

 

Total mortgage-backed securities

 

 

14,768

 

 

 

90

 

 

 

184,973

 

 

 

6,598

 

 

 

199,741

 

 

 

6,688

 

Total held to maturity securities

 

 

50,519

 

 

 

181

 

 

 

234,507

 

 

 

7,718

 

 

 

285,026

 

 

 

7,899

 

Total temporarily impaired securities

 

$

50,770

 

 

$

182

 

 

$

672,797

 

 

$

18,467

 

 

$

723,567

 

 

$

18,649

 

 

The total number of security positions in the investment portfolio in an unrealized loss position at June 30, 2019 was 161 compared to 571 at December 31, 2018. At June 30, 2019, the Company had positions in 152 investment securities with a fair value of $233.6 million and a total unrealized loss of $2.2 million that have been in a continuous unrealized loss position for more than 12 months. At June 30, 2019, there were a total of nine securities positions in the Company’s investment portfolio with a fair value of $23.5 million and a total unrealized loss of $40 thousand that had been in a continuous unrealized loss position for less than 12 months. At December 31, 2018, the Company had positions in 435 investment securities with a fair value of $672.8 million and a total unrealized loss of $18.5 million that had been in a continuous unrealized loss position for more than 12 months. At December 31, 2018, there were a total of 136 securities positions in the Company’s investment portfolio with a fair value of $50.8 million and a total unrealized loss of $182 thousand that had been in a continuous unrealized loss position for less than 12 months. The unrealized loss on investment securities was predominantly caused by changes in market interest rates subsequent to purchase. The fair value of most of the investment securities in the Company’s portfolio fluctuates as market interest rates change.

The Company reviews investment securities on an ongoing basis for the presence of other than temporary impairment (“OTTI”) with formal reviews performed quarterly. When evaluating debt securities for OTTI, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intention to sell the debt security or whether it is more likely than not that it will be required to sell the debt security before its anticipated recovery. The assessment of whether OTTI exists involves a high degree of subjectivity and judgment and is based on the information then available to management. There was no impairment recorded during the six months ended June 30, 2019 and 2018.

Based on management’s review and evaluation of the Company’s debt securities as of June 30, 2019, the debt securities with unrealized losses were not considered to be OTTI. As of June 30, 2019, the Company did not intend to sell any of the securities in a loss position and believes that it is not likely that it will be required to sell any such securities before the anticipated recovery of amortized cost. Accordingly, as of June 30, 2019, management has concluded that unrealized losses on its investment securities are temporary and no further impairment loss has been realized in the Company’s consolidated statements of income.

- 15 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(5.)LOANS

The Company’s loan portfolio consisted of the following as of the dates indicated (in thousands):

 

 

 

Principal

Amount

Outstanding

 

 

Net Deferred

Loan (Fees)

Costs

 

 

Loans,

Net

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

$

594,121

 

 

$

802

 

 

$

594,923

 

Commercial mortgage

 

 

1,011,925

 

 

 

(1,854

)

 

 

1,010,071

 

Residential real estate loans

 

 

535,873

 

 

 

10,158

 

 

 

546,031

 

Residential real estate lines

 

 

104,937

 

 

 

3,069

 

 

 

108,006

 

Consumer indirect

 

 

846,829

 

 

 

29,287

 

 

 

876,116

 

Other consumer

 

 

16,379

 

 

 

158

 

 

 

16,537

 

Total

 

$

3,110,064

 

 

$

41,620

 

 

 

3,151,684

 

Allowance for loan losses

 

 

 

 

 

 

 

 

 

 

(34,434

)

Total loans, net

 

 

 

 

 

 

 

 

 

$

3,117,250

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

$

557,040

 

 

$

821

 

 

$

557,861

 

Commercial mortgage

 

 

960,265

 

 

 

(2,071

)

 

 

958,194

 

Residential real estate loans

 

 

514,981

 

 

 

9,174

 

 

 

524,155

 

Residential real estate lines

 

 

106,712

 

 

 

3,006

 

 

 

109,718

 

Consumer indirect

 

 

888,732

 

 

 

31,185

 

 

 

919,917

 

Other consumer

 

 

16,590

 

 

 

163

 

 

 

16,753

 

Total

 

$

3,044,320

 

 

$

42,278

 

 

 

3,086,598

 

Allowance for loan losses

 

 

 

 

 

 

 

 

 

 

(33,914

)

Total loans, net

 

 

 

 

 

 

 

 

 

$

3,052,684

 

 

Loans held for sale (not included above) were comprised entirely of residential real estate mortgages and totaled $2.0 million and $2.9 million as of June 30, 2019 and December 31, 2018, respectively.

Past Due Loans Aging

The Company’s recorded investment, by loan class, in current and nonaccrual loans, as well as an analysis of accruing delinquent loans is set forth as of the dates indicated (in thousands):

 

 

 

30-59

Days

Past Due

 

 

60-89

Days

Past Due

 

 

Greater

Than

90 Days

 

 

Total

Past

Due

 

 

Nonaccrual

 

 

Current

 

 

Total

Loans

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

$

2,346

 

 

$

115

 

 

$

 

 

$

2,461

 

 

$

638

 

 

$

591,022

 

 

$

594,121

 

Commercial mortgage

 

 

1,741

 

 

 

149

 

 

 

 

 

 

1,890

 

 

 

6,836

 

 

 

1,003,199

 

 

 

1,011,925

 

Residential real estate loans

 

 

916

 

 

 

109

 

 

 

 

 

 

1,025

 

 

 

2,283

 

 

 

532,565

 

 

 

535,873

 

Residential real estate lines

 

 

77

 

 

 

97

 

 

 

 

 

 

174

 

 

 

282

 

 

 

104,481

 

 

 

104,937

 

Consumer indirect

 

 

2,009

 

 

 

419

 

 

 

 

 

 

2,428

 

 

 

1,399

 

 

 

843,002

 

 

 

846,829

 

Other consumer

 

 

82

 

 

 

2

 

 

 

5

 

 

 

89

 

 

 

20

 

 

 

16,270

 

 

 

16,379

 

Total loans, gross

 

$

7,171

 

 

$

891

 

 

$

5

 

 

$

8,067

 

 

$

11,458

 

 

$

3,090,539

 

 

$

3,110,064

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

$

227

 

 

$

1

 

 

$

 

 

$

228

 

 

$

912

 

 

$

555,900

 

 

$

557,040

 

Commercial mortgage

 

 

574

 

 

 

 

 

 

 

 

 

574

 

 

 

1,586

 

 

 

958,105

 

 

 

960,265

 

Residential real estate loans

 

 

1,295

 

 

 

242

 

 

 

 

 

 

1,537

 

 

 

2,391

 

 

 

511,053

 

 

 

514,981

 

Residential real estate lines

 

 

102

 

 

 

 

 

 

 

 

 

102

 

 

 

255

 

 

 

106,355

 

 

 

106,712

 

Consumer indirect

 

 

2,424

 

 

 

698

 

 

 

 

 

 

3,122

 

 

 

1,989

 

 

 

883,621

 

 

 

888,732

 

Other consumer

 

 

139

 

 

 

3

 

 

 

8

 

 

 

150

 

 

 

 

 

 

16,440

 

 

 

16,590

 

Total loans, gross

 

$

4,761

 

 

$

944

 

 

$

8

 

 

$

5,713

 

 

$

7,133

 

 

$

3,031,474

 

 

$

3,044,320

 

 

- 16 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(5.)LOANS (Continued)

There were no loans past due greater than 90 days and still accruing interest as of June 30, 2019 and December 31, 2018. There were $5 thousand and $8 thousand in consumer overdrafts which were past due greater than 90 days as of June 30, 2019 and December 31, 2018, respectively. Consumer overdrafts are overdrawn deposit accounts which have been reclassified as loans but by their terms do not accrue interest.

Troubled Debt Restructurings

A modification of a loan constitutes a troubled debt restructuring (“TDR”) when a borrower is experiencing financial difficulty and the modification constitutes a concession. Commercial loans modified in a TDR may involve temporary interest-only payments, term extensions, reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, collateral concessions, forgiveness of principal, forbearance agreements, or substituting or adding a new borrower or guarantor.

There were no loans modified as a TDR during the six months ended June 30, 2019 and 2018. There were no loans modified as a TDR within the previous 12 months that defaulted during the six months ended June 30, 2019 and 2018. For purposes of this disclosure, a loan modified as a TDR is considered to have defaulted when the borrower becomes 90 days past due.

Impaired Loans

Management has determined that specific commercial loans on nonaccrual status and all loans that have had their terms restructured in a troubled debt restructuring are impaired loans. The following table presents the recorded investment, unpaid principal balance and related allowance of impaired loans as of the dates indicated and average recorded investment and interest income recognized on impaired loans for the six months ended June 30, 2019 and twelve-month period ended December 31, 2018 (in thousands):

 

 

 

Recorded

Investment (1)

 

 

Unpaid

Principal

Balance (1)

 

 

Related

Allowance

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

$

398

 

 

$

520

 

 

$

 

 

$

342

 

 

$

 

Commercial mortgage

 

 

1,683

 

 

 

2,459

 

 

 

 

 

 

1,667

 

 

 

 

 

 

 

2,081

 

 

 

2,979

 

 

 

 

 

 

2,009

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

370

 

 

 

370

 

 

 

110

 

 

 

561

 

 

 

 

Commercial mortgage

 

 

5,591

 

 

 

5,591

 

 

 

2,997

 

 

 

719

 

 

 

 

 

 

 

5,961

 

 

 

5,961

 

 

 

3,107

 

 

 

1,280

 

 

 

 

 

 

$

8,042

 

 

$

8,940

 

 

$

3,107

 

 

$

3,289

 

 

$

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

$

319

 

 

$

487

 

 

$

 

 

$

1,156

 

 

$

 

Commercial mortgage

 

 

2,013

 

 

 

2,789

 

 

 

 

 

 

692

 

 

 

 

 

 

 

2,332

 

 

 

3,276

 

 

 

 

 

 

1,848

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

725

 

 

 

725

 

 

 

205

 

 

 

2,458

 

 

 

 

Commercial mortgage

 

 

21

 

 

 

21

 

 

 

1

 

 

 

1,936

 

 

 

 

 

 

 

746

 

 

 

746

 

 

 

206

 

 

 

4,394

 

 

 

 

 

 

$

3,078

 

 

$

4,022

 

 

$

206

 

 

$

6,242

 

 

$

 

 

(1)

Difference between recorded investment and unpaid principal balance represents partial charge-offs.

- 17 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(5.)LOANS (Continued)

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors such as the fair value of collateral. The Company analyzes commercial business and commercial mortgage loans individually by classifying the loans as to credit risk. Risk ratings are updated any time the situation warrants. The Company uses the following definitions for risk ratings:

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans that do not meet the criteria above that are analyzed individually as part of the process described above are considered “uncriticized” or pass-rated loans and are included in groups of homogeneous loans with similar risk and loss characteristics.

The following table sets forth the Company’s commercial loan portfolio, categorized by internally assigned asset classification, as of the dates indicated (in thousands):

 

 

 

Commercial

Business

 

 

Commercial

Mortgage

 

June 30, 2019

 

 

 

 

 

 

 

 

Uncriticized

 

$

566,255

 

 

$

994,779

 

Special mention

 

 

19,435

 

 

 

5,962

 

Substandard

 

 

8,431

 

 

 

11,184

 

Doubtful

 

 

 

 

 

 

Total

 

$

594,121

 

 

$

1,011,925

 

December 31, 2018

 

 

 

 

 

 

 

 

Uncriticized

 

$

531,756

 

 

$

943,991

 

Special mention

 

 

16,499

 

 

 

10,633

 

Substandard

 

 

8,785

 

 

 

5,641

 

Doubtful

 

 

 

 

 

 

Total

 

$

557,040

 

 

$

960,265

 

 

The Company utilizes payment status as a means of identifying and reporting problem and potential problem retail loans. The Company considers nonaccrual loans and loans past due greater than 90 days and still accruing interest to be non-performing. The following table sets forth the Company’s retail loan portfolio, categorized by payment status, as of the dates indicated (in thousands):

 

 

 

Residential

Real Estate

Loans

 

 

Residential

Real Estate

Lines

 

 

Consumer

Indirect

 

 

Other

Consumer

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

533,590

 

 

$

104,655

 

 

$

845,430

 

 

$

16,354

 

Non-performing

 

 

2,283

 

 

 

282

 

 

 

1,399

 

 

 

25

 

Total

 

$

535,873

 

 

$

104,937

 

 

$

846,829

 

 

$

16,379

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

512,590

 

 

$

106,457

 

 

$

886,743

 

 

$

16,582

 

Non-performing

 

 

2,391

 

 

 

255

 

 

 

1,989

 

 

 

8

 

Total

 

$

514,981

 

 

$

106,712

 

 

$

888,732

 

 

$

16,590

 

 

- 18 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(5.)LOANS (Continued)

Allowance for Loan Losses

Loans and the related allowance for loan losses are presented below as of the dates indicated (in thousands):

 

 

 

Commercial

Business

 

 

Commercial

Mortgage

 

 

Residential

Real Estate

Loans

 

 

Residential

Real Estate

Lines

 

 

Consumer

Indirect

 

 

Other

Consumer

 

 

Total

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

594,121

 

 

$

1,011,925

 

 

$

535,873

 

 

$

104,937

 

 

$

846,829

 

 

$

16,379

 

 

$

3,110,064

 

Evaluated for impairment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually

 

$

768

 

 

$

7,274

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

8,042

 

Collectively

 

$

593,353

 

 

$

1,004,651

 

 

$

535,873

 

 

$

104,937

 

 

$

846,829

 

 

$

16,379

 

 

$

3,102,022

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

11,717

 

 

$

8,790

 

 

$

1,217

 

 

$

145

 

 

$

12,157

 

 

$

408

 

 

$

34,434

 

Evaluated for impairment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually

 

$

110

 

 

$

2,997

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

3,107

 

Collectively

 

$

11,607

 

 

$

5,793

 

 

$

1,217

 

 

$

145

 

 

$

12,157

 

 

$

408

 

 

$

31,327

 

June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

506,265

 

 

$

869,192

 

 

$

481,841

 

 

$

110,319

 

 

$

874,718

 

 

$

16,508

 

 

$

2,858,843

 

Evaluated for impairment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually

 

$

4,164

 

 

$

2,628

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

6,792

 

Collectively

 

$

502,101

 

 

$

866,564

 

 

$

481,841

 

 

$

110,319

 

 

$

874,718

 

 

$

16,508

 

 

$

2,852,051

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

14,242

 

 

$

5,371

 

 

$

1,255

 

 

$

248

 

 

$

12,520

 

 

$

319

 

 

$

33,955

 

Evaluated for impairment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually

 

$

1,226

 

 

$

517

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

1,743

 

Collectively

 

$

13,016

 

 

$

4,854

 

 

$

1,255

 

 

$

248

 

 

$

12,520

 

 

$

319

 

 

$

32,212

 

 

The following table sets forth the changes in the allowance for loan losses for the three and six-month periods ended June 30, 2019 (in thousands):

 

 

 

Commercial

Business

 

 

Commercial

Mortgage

 

 

Residential

Real Estate

Loans

 

 

Residential

Real Estate

Lines

 

 

Consumer

Indirect

 

 

Other

Consumer

 

 

Total

 

Three months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

12,167

 

 

$

6,316

 

 

$

1,265

 

 

$

173

 

 

$

13,025

 

 

$

381

 

 

$

33,327

 

Charge-offs

 

 

(138

)

 

 

(3

)

 

 

(87

)

 

 

(2

)

 

 

(2,700

)

 

 

(243

)

 

 

(3,173

)

Recoveries

 

 

128

 

 

 

 

 

 

11

 

 

 

3

 

 

 

1,678

 

 

 

106

 

 

 

1,926

 

Provision (credit)

 

 

(440

)

 

 

2,477

 

 

 

28

 

 

 

(29

)

 

 

154

 

 

 

164

 

 

 

2,354

 

Ending balance

 

$

11,717

 

 

$

8,790

 

 

$

1,217

 

 

$

145

 

 

$

12,157

 

 

$

408

 

 

$

34,434

 

Six months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

14,312

 

 

$

5,219

 

 

$

1,112

 

 

$

210

 

 

$

12,572

 

 

$

489

 

 

$

33,914

 

Charge-offs

 

 

(268

)

 

 

(3

)

 

 

(118

)

 

 

(2

)

 

 

(5,682

)

 

 

(552

)

 

 

(6,625

)

Recoveries

 

 

231

 

 

 

17

 

 

 

17

 

 

 

5

 

 

 

3,102

 

 

 

226

 

 

 

3,598

 

Provision (credit)

 

 

(2,558

)

 

 

3,557

 

 

 

206

 

 

 

(68

)

 

 

2,165

 

 

 

245

 

 

 

3,547

 

Ending balance

 

$

11,717

 

 

$

8,790

 

 

$

1,217

 

 

$

145

 

 

$

12,157

 

 

$

408

 

 

$

34,434

 

 

- 19 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(5.)LOANS (Continued)

The following table sets forth the changes in the allowance for loan losses for the three and six-month periods ended June 30, 2018 (in thousands):

 

 

 

Commercial

Business

 

 

Commercial

Mortgage

 

 

Residential

Real Estate

Loans

 

 

Residential

Real Estate

Lines

 

 

Consumer

Indirect

 

 

Other

Consumer

 

 

Total

 

Three months ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

14,942

 

 

$

5,473

 

 

$

1,400

 

 

$

218

 

 

$

13,232

 

 

$

329

 

 

$

35,594

 

Charge-offs

 

 

(336

)

 

 

 

 

 

(10

)

 

 

(7

)

 

 

(2,621

)

 

 

(235

)

 

 

(3,209

)

Recoveries

 

 

77

 

 

 

1

 

 

 

63

 

 

 

12

 

 

 

1,304

 

 

 

73

 

 

 

1,530

 

Provision (credit)

 

 

(441

)

 

 

(103

)

 

 

(198

)

 

 

25

 

 

 

605

 

 

 

152

 

 

 

40

 

Ending balance

 

$

14,242

 

 

$

5,371

 

 

$

1,255

 

 

$

248

 

 

$

12,520

 

 

$

319

 

 

$

33,955

 

Six months ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

15,668

 

 

$

3,696

 

 

$

1,322

 

 

$

180

 

 

$

13,415

 

 

$

391

 

 

$

34,672

 

Charge-offs

 

 

(441

)

 

 

(4

)

 

 

(29

)

 

 

(101

)

 

 

(5,615

)

 

 

(668

)

 

 

(6,858

)

Recoveries

 

 

197

 

 

 

8

 

 

 

132

 

 

 

15

 

 

 

2,634

 

 

 

166

 

 

 

3,152

 

Provision (credit)

 

 

(1,182

)

 

 

1,671

 

 

 

(170

)

 

 

154

 

 

 

2,086

 

 

 

430

 

 

 

2,989

 

Ending balance

 

$

14,242

 

 

$

5,371

 

 

$

1,255

 

 

$

248

 

 

$

12,520

 

 

$

319

 

 

$

33,955

 

 

Risk Characteristics

Commercial business loans primarily consist of loans to small to mid-sized businesses in our market area in a diverse range of industries. These loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value. The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.

Commercial mortgage loans generally have larger balances and involve a greater degree of risk than residential mortgage loans, potentially resulting in higher potential losses on an individual customer basis. Loan repayment is often dependent on the successful operation and management of the properties, as well as on the collateral securing the loan. Economic events or conditions in the real estate market could have an adverse impact on the cash flows generated by properties securing the Company’s commercial real estate loans and on the value of such properties.

Residential real estate loans (comprised of conventional mortgages and home equity loans) and residential real estate lines (comprised of home equity lines) are generally made based on the borrower’s ability to make repayment from his or her employment and other income but are secured by real property whose value tends to be more easily ascertainable. Credit risk for these types of loans is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral.

Consumer indirect and other consumer loans may entail greater credit risk than residential mortgage loans and home equities, particularly in the case of other consumer loans which are unsecured or, in the case of indirect consumer loans, secured by depreciable assets, such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances such as job loss, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

 


- 20 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(6.)LEASES

Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”), establishes a right of use model that requires a lessee to record a right of use asset and a lease liability for all leases with terms longer than 12 months. The Company is obligated under a number of non-cancellable operating lease agreements for land, buildings and equipment with terms, including renewal options reasonably certain to be exercised, extending through 2047. One building lease is subleased for terms extending through 2021.

The following table represents the consolidated statements of financial condition classification of the Company’s right of use assets and lease liabilities:

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

Balance Sheet Location

 

2019

 

 

2018

 

Operating Lease Right of Use Assets:

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

Other assets

 

$

23,002

 

 

$

 

Accumulated amortization

 

Other assets

 

 

(957

)

 

 

 

Net book value

 

 

 

$

22,045

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Operating Lease Liabilities:

 

 

 

 

 

 

 

 

 

 

Right of use lease obligations

 

Other liabilities

 

$

23,424

 

 

$

 

The weighted average remaining lease term for operating leases was 21.9 years at June 30, 2019 and the weighted-average discount rate used in the measurement of operating lease liabilities was 3.76%. The Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term for the discount rate.

The following table represents lease costs and other lease information:

 

 

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Lease costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease costs

 

$

697

 

 

$

 

 

$

1,390

 

 

$

 

Variable lease costs (1)

 

 

113

 

 

 

 

 

 

209

 

 

 

 

Sublease income

 

 

(11

)

 

 

 

 

 

(23

)

 

 

 

Net lease costs

 

$

799

 

 

$

 

 

$

1,576

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

 

 

 

 

 

 

 

 

$

1,332

 

 

$

 

Right of use assets obtained in exchange for new operating

   lease liabilities

 

 

 

 

 

 

 

 

 

$

346

 

 

$

 

 

(1)

Variable lease costs primarily represent variable payments such as common area maintenance, insurance, taxes and utilities.


- 21 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(6.)LEASES (Continued)

Future minimum payments under non-cancellable operating leases with initial or remaining terms of one year or more, are as follows at June 30, 2019 (in thousands):

 

Twelve months ended June 30,

 

 

 

2020

$

2,578

 

2021

 

2,481

 

2022

 

2,011

 

2023

 

1,736

 

2024

 

1,263

 

Thereafter

 

26,500

 

Total future minimum operating lease payments

 

36,569

 

Amounts representing interest

 

(13,145

)

Present value of net future minimum operating lease payments

$

23,424

 

 

 

(7.)GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The carrying amount of goodwill totaled $66.1 million as of both June 30, 2019 and December 31, 2018. The Company performs a goodwill impairment test on an annual basis as of October 1st or more frequently if events and circumstances warrant.

 

 

 

Banking

 

 

Non-Banking

 

 

Total

 

Balance, December 31, 2018

 

$

48,536

 

 

$

17,526

 

 

$

66,062

 

No activity during the period

 

 

 

 

 

 

 

 

 

Balance, June 30, 2019

 

$

48,536

 

 

$

17,526

 

 

$

66,062

 

 

Other Intangible Assets

The Company has other intangible assets that are amortized, consisting of core deposit intangibles and other intangibles (primarily related to customer relationships). Gross carrying amount, accumulated amortization and net book value, were as follows (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Other intangibles assets:

 

 

 

 

 

 

 

 

Gross carrying amount

 

$

15,925

 

 

$

15,925

 

Accumulated amortization

 

 

(6,453

)

 

 

(5,814

)

Net book value

 

$

9,472

 

 

$

10,111

 

 

Amortization expense for total other intangible assets was $316 thousand and $639 thousand for the three and six months ended June 30, 2019, respectively, and $305 thousand and $593 thousand for the three and six months ended June 30, 2018, respectively. As of June 30, 2019, the estimated amortization expense of other intangible assets for the remainder of 2019 and each of the next five years is as follows (in thousands):

 

2019 (remainder of year)

$

611

 

2020

 

1,134

 

2021

 

1,014

 

2022

 

923

 

2023

 

852

 

2024

 

783

 

 

- 22 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(8.)DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities, and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. During the first six months of 2019 and in 2018, such derivatives were used to hedge the variable cash flows associated with short-term borrowings.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s borrowings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company’s cash flow hedge derivatives did not have any hedge ineffectiveness recognized in earnings during the three and six months ended June 30, 2019 and 2018. During the next twelve months, the Company estimates that $445 thousand will be reclassified as an increase to interest expense.

Interest Rate Swaps

The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. These interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.

Credit-risk-related Contingent Features

The Company has agreements with certain of its derivative counterparties that contain one or more of the following provisions: (a) if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, the Company could also be declared in default on its derivative obligations, and (b) if the Company fails to maintain its status as a well-capitalized institution, the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

Mortgage Banking Derivatives

The Company extends rate lock agreements to borrowers related to the origination of residential mortgage loans. To mitigate the interest rate risk inherent in these rate lock agreements when the Company intends to sell the related loan, once originated, as well as closed residential mortgage loans held for sale, the Company enters into forward commitments to sell individual residential mortgages. Rate lock agreements and forward commitments are considered derivatives and are recorded at fair value.

- 23 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(8.)DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES (Continued)

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the notional amounts, respective fair values of the Company’s derivative financial instruments, as well as their classification on the balance sheet as of June 30, 2019 and December 31, 2018 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Asset derivatives

 

 

Liability derivatives

 

 

 

Gross notional

amount

 

 

Balance

 

Fair value

 

 

Balance

 

Fair value

 

 

 

June 30,

2019

 

 

Dec. 31,

2018

 

 

sheet

line item

 

June 30,

2019

 

 

Dec. 31,

2018

 

 

sheet

line item

 

June 30,

2019

 

 

Dec. 31,

2018

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow hedges

 

$

100,000

 

 

$

100,000

 

 

Other assets

 

$

35

 

 

$

631

 

 

Other liabilities

 

$

 

 

$

 

Total derivatives

 

$

100,000

 

 

$

100,000

 

 

 

 

$

35

 

 

$

631

 

 

 

 

$

 

 

$

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps (1)

 

$

133,884

 

 

$

71,977

 

 

Other assets

 

$

5,199

 

 

$

1,803

 

 

Other liabilities

 

$

5,692

 

 

$

2,006

 

Credit contracts

 

 

46,631

 

 

 

36,670

 

 

Other assets

 

 

29

 

 

 

 

 

Other liabilities

 

 

47

 

 

 

24

 

Mortgage banking

 

 

19,614

 

 

 

7,519

 

 

Other assets

 

 

205

 

 

 

83

 

 

Other liabilities

 

 

16

 

 

 

27

 

Total derivatives

 

$

200,129

 

 

$

116,166

 

 

 

 

$

5,433

 

 

$

1,886

 

 

 

 

$

5,755

 

 

$

2,057

 

 

(1)

The Company secured its obligations under these contracts with $5.4 million and $1.3 million in cash at June 30, 2019 and December 31, 2018, respectively.

Effect of Derivative Instruments on the Income Statement

The table below presents the effect of the Company’s derivative financial instruments on the income statement for the three and six months ended June 30, 2019 and 2018 (in thousands):

 

 

 

 

 

Gain (loss) recognized in income

 

 

Gain (loss) recognized in income

 

 

 

Line item of gain (loss)

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

Undesignated derivatives

 

recognized in income

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest rate swaps

 

Income (loss) from derivative instruments, net

 

$

(117

)

 

$

70

 

 

$

(16

)

 

$

70

 

Credit contracts

 

Income (loss) from derivative instruments, net

 

 

(8

)

 

 

8

 

 

 

6

 

 

 

182

 

Mortgage banking

 

Income (loss) from derivative instruments, net

 

 

80

 

 

 

98

 

 

 

133

 

 

 

95

 

Total undesignated

 

 

 

$

(45

)

 

$

176

 

 

$

123

 

 

$

347

 

 

- 24 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(9.)SHAREHOLDERS’ EQUITY

Common Stock

The changes in shares of common stock were as follows for the three and six months ended June 30, 2019 and 2018:

 

 

 

Outstanding

 

 

Treasury

 

 

Issued

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

Shares at December 31, 2018

 

 

15,928,598

 

 

 

127,580

 

 

 

16,056,178

 

Restricted stock units released

 

 

18,580

 

 

 

(18,580

)

 

 

 

Treasury stock purchases

 

 

(6,368

)

 

 

6,368

 

 

 

 

Shares at March 31, 2019

 

 

15,940,810

 

 

 

115,368

 

 

 

16,056,178

 

Common stock issued for Courier Capital contingent earn-out

 

 

43,378

 

 

 

 

 

 

43,378

 

Restricted stock awards issued

 

 

8,226

 

 

 

(8,226

)

 

 

 

Stock awards

 

 

2,283

 

 

 

(2,283

)

 

 

 

Shares at June 30, 2019

 

 

15,994,697

 

 

 

104,859

 

 

 

16,099,556

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

Shares at December 31, 2017

 

 

15,924,938

 

 

 

131,240

 

 

 

16,056,178

 

Restricted stock awards forfeited

 

 

(23,901

)

 

 

23,901

 

 

 

 

Stock options exercised

 

 

4,000

 

 

 

(4,000

)

 

 

 

Treasury stock purchases

 

 

(3,622

)

 

 

3,622

 

 

 

 

Shares at March 31, 2018

 

 

15,901,415

 

 

 

154,763

 

 

 

16,056,178

 

Restricted stock awards issued

 

 

7,370

 

 

 

(7,370

)

 

 

 

Stock options exercised

 

 

12,650

 

 

 

(12,650

)

 

 

 

Stock awards

 

 

2,724

 

 

 

(2,724

)

 

 

 

Shares at June 30, 2018

 

 

15,924,159

 

 

 

132,019

 

 

 

16,056,178

 

 

- 25 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(10.)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the components of other comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018 (in thousands):

 

 

 

Pre-tax

Amount

 

 

Tax

Effect

 

 

Net-of-tax

Amount

 

Three months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale and transferred securities:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

$

7,046

 

 

$

1,776

 

 

$

5,270

 

Reclassification adjustment for net gains included in net income (1)

 

 

(42

)

 

 

(11

)

 

 

(31

)

Total securities available for sale and transferred securities

 

 

7,004

 

 

 

1,765

 

 

 

5,239

 

Hedging derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

 

(141

)

 

 

(35

)

 

 

(106

)

Pension and post-retirement obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior service credit included in income

 

 

(17

)

 

 

(4

)

 

 

(13

)

Amortization of net actuarial loss included in income

 

 

366

 

 

 

92

 

 

 

274

 

Total pension and post-retirement obligations

 

 

349

 

 

 

88

 

 

 

261

 

Other comprehensive income

 

$

7,212

 

 

$

1,818

 

 

$

5,394

 

Six months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale and transferred securities:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

$

14,230

 

 

$

3,587

 

 

$

10,643

 

Reclassification adjustment for net gains included in net income (1)

 

 

132

 

 

 

33

 

 

 

99

 

Total securities available for sale and transferred securities

 

 

14,362

 

 

 

3,620

 

 

 

10,742

 

Hedging derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

 

(481

)

 

 

(121

)

 

 

(360

)

Pension and post-retirement obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior service credit included in income

 

 

(33

)

 

 

(8

)

 

 

(25

)

Amortization of net actuarial loss included in income

 

 

732

 

 

 

185

 

 

 

547

 

Total pension and post-retirement obligations

 

 

699

 

 

 

177

 

 

 

522

 

Other comprehensive loss

 

$

14,580

 

 

$

3,676

 

 

$

10,904

 

 

(1)

Includes amounts related to the amortization/accretion of unrealized net gains and losses related to the Company’s reclassification of available for sale investment securities to the held to maturity category. The unrealized net gains/losses will be amortized/accreted over the remaining life of the investment securities as an adjustment of yield.


- 26 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(10.)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Continued)

 

 

 

Pre-tax

Amount

 

 

Tax

Effect

 

 

Net-of-tax

Amount

 

Three months ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale and transferred securities:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

$

(3,414

)

 

$

(860

)

 

$

(2,554

)

Reclassification adjustment for net gains included in net income (1)

 

 

90

 

 

 

23

 

 

 

67

 

Total securities available for sale and transferred securities

 

 

(3,324

)

 

 

(837

)

 

 

(2,487

)

Hedging derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

 

303

 

 

 

76

 

 

 

227

 

Pension and post-retirement obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior service credit included in income

 

 

(18

)

 

 

(5

)

 

 

(13

)

Amortization of net actuarial loss included in income

 

 

188

 

 

 

48

 

 

 

140

 

Total pension and post-retirement obligations

 

 

170

 

 

 

43

 

 

 

127

 

Other comprehensive loss

 

$

(2,851

)

 

$

(718

)

 

$

(2,133

)

Six months ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale and transferred securities:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

$

(11,879

)

 

$

(2,994

)

 

$

(8,885

)

Reclassification adjustment for net gains included in net income (1)

 

 

172

 

 

 

44

 

 

 

128

 

Total securities available for sale and transferred securities

 

 

(11,707

)

 

 

(2,950

)

 

 

(8,757

)

Hedging derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

 

164

 

 

 

41

 

 

 

123

 

Pension and post-retirement obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior service credit included in income

 

 

(36

)

 

 

(10

)

 

 

(26

)

Amortization of net actuarial loss included in income

 

 

375

 

 

 

95

 

 

 

280

 

Total pension and post-retirement obligations

 

 

339

 

 

 

85

 

 

 

254

 

Other comprehensive income

 

$

(11,204

)

 

$

(2,824

)

 

$

(8,380

)

 

(1)

Includes amounts related to the amortization/accretion of unrealized net gains and losses related to the Company’s reclassification of available for sale investment securities to the held to maturity category. The unrealized net gains/losses will be amortized/accreted over the remaining life of the investment securities as an adjustment of yield.

- 27 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(10.)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Continued)

Activity in accumulated other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2019 and 2018 was as follows (in thousands):

 

 

 

Hedging

Derivative

Instruments

 

 

Securities

Available

for Sale and

Transferred

Securities

 

 

Pension and

Post-

retirement

Obligations

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

Three months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(530

)

 

$

(2,947

)

 

$

(15,077

)

 

$

(18,554

)

Other comprehensive income (loss) before reclassifications

 

 

(106

)

 

 

5,270

 

 

 

 

 

 

5,164

 

Amounts reclassified from accumulated other comprehensive

   income (loss)

 

 

 

 

 

(31

)

 

 

261

 

 

 

230

 

Net current period other comprehensive income (loss)

 

 

(106

)

 

 

5,239

 

 

 

261

 

 

 

5,394

 

Balance at end of period

 

$

(636

)

 

$

2,292

 

 

$

(14,816

)

 

$

(13,160

)

Six months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(276

)

 

$

(7,769

)

 

$

(13,236

)

 

$

(21,281

)

Reclassification of income tax effects to retained earnings

 

 

 

 

 

(681

)

 

 

(2,102

)

 

 

(2,783

)

Other comprehensive income (loss) before reclassifications

 

 

(360

)

 

 

10,643

 

 

 

 

 

 

10,283

 

Amounts reclassified from accumulated other comprehensive

   income (loss)

 

 

 

 

 

99

 

 

 

522

 

 

 

621

 

Net current period other comprehensive income (loss)

 

 

(360

)

 

 

10,742

 

 

 

522

 

 

 

10,904

 

Balance at end of period

 

$

(636

)

 

$

2,292

 

 

$

(14,816

)

 

$

(13,160

)

Three months ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(104

)

 

$

(9,545

)

 

$

(8,514

)

 

$

(18,163

)

Other comprehensive income (loss) before reclassifications

 

 

227

 

 

 

(2,554

)

 

 

 

 

 

(2,327

)

Amounts reclassified from accumulated other comprehensive

   income (loss)

 

 

 

 

 

67

 

 

 

127

 

 

 

194

 

Net current period other comprehensive income (loss)

 

 

227

 

 

 

(2,487

)

 

 

127

 

 

 

(2,133

)

Balance at end of period

 

$

123

 

 

$

(12,032

)

 

$

(8,387

)

 

$

(20,296

)

Six months ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

 

 

$

(3,275

)

 

$

(8,641

)

 

$

(11,916

)

Other comprehensive income (loss) before reclassifications

 

 

123

 

 

 

(8,885

)

 

 

 

 

 

(8,762

)

Amounts reclassified from accumulated other comprehensive

   income (loss)

 

 

 

 

 

128

 

 

 

254

 

 

 

382

 

Net current period other comprehensive income (loss)

 

 

123

 

 

 

(8,757

)

 

 

254

 

 

 

(8,380

)

Balance at end of period

 

$

123

 

 

$

(12,032

)

 

$

(8,387

)

 

$

(20,296

)

 

- 28 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(10.)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Continued)

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018 (in thousands):

 

Details About Accumulated Other

Comprehensive Income (Loss) Components

 

Amount Reclassified from

Accumulated Other

Comprehensive

Income (Loss)

 

 

Affected Line Item in the

Consolidated Statement of Income

 

 

Three months ended

 

 

 

 

 

June 30,

 

 

 

 

 

2019

 

 

2018

 

 

 

Realized (loss) gain on sale of investment securities

 

$

166

 

 

$

7

 

 

Net (loss) gain on investment securities

Amortization of unrealized holding gains (losses)

   on investment securities transferred from

   available for sale to held to maturity

 

 

(124

)

 

 

(97

)

 

Interest income

 

 

 

42

 

 

 

(90

)

 

Total before tax

 

 

 

(11

)

 

 

23

 

 

Income tax expense

 

 

 

31

 

 

 

(67

)

 

Net of tax

Amortization of pension and post-retirement items:

 

 

 

 

 

 

 

 

 

 

Prior service credit (1)

 

 

17

 

 

 

18

 

 

Salaries and employee benefits

Net actuarial losses (1)

 

 

(366

)

 

 

(188

)

 

Salaries and employee benefits

 

 

 

(349

)

 

 

(170

)

 

Total before tax

 

 

 

88

 

 

 

43

 

 

Income tax expense

 

 

 

(261

)

 

 

(127

)

 

Net of tax

Total reclassified for the period

 

$

(230

)

 

$

(194

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended

 

 

 

 

 

June 30,

 

 

 

 

 

2019

 

 

2018

 

 

 

Realized (loss) gain on sale of investment securities

 

$

113

 

 

$

7

 

 

Net gain on investment securities

Amortization of unrealized holding gains (losses)

   on investment securities transferred from

   available for sale to held to maturity

 

 

(245

)

 

 

(179

)

 

Interest income

 

 

 

(132

)

 

 

(172

)

 

Total before tax

 

 

 

33

 

 

 

44

 

 

Income tax benefit (expense)

 

 

 

(99

)

 

 

(128

)

 

Net of tax

Amortization of pension and post-retirement items:

 

 

 

 

 

 

 

 

 

 

Prior service credit (1)

 

 

33

 

 

 

36

 

 

Salaries and employee benefits

Net actuarial losses (1)

 

 

(732

)

 

 

(375

)

 

Salaries and employee benefits

 

 

 

(699

)

 

 

(339

)

 

Total before tax

 

 

 

177

 

 

 

85

 

 

Income tax benefit

 

 

 

(522

)

 

 

(254

)

 

Net of tax

Total reclassified for the period

 

$

(621

)

 

$

(382

)

 

 

 

(1)

These items are included in the computation of net periodic pension expense. See Note 12 – Employee Benefit Plans for additional information.

 

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(11.)SHARE-BASED COMPENSATION PLANS

The Company maintains certain share-based compensation plans, approved by the Company’s shareholders that are administered by the Management Development and Compensation Committee (the “MD&C Committee”) of the Board. The share-based compensation plans were established to allow for the grant of compensation awards to attract, motivate and retain employees, executive officers and non-employee directors who contribute to the long-term growth and profitability of the Company and to give such persons a proprietary interest in the Company, thereby enhancing their personal interest in the Company’s success.

The MD&C Committee approved the grant of restricted stock units (“RSUs”) and performance share units (“PSUs”) shown in the table below to certain members of management during the six months ended June 30, 2019.

 

 

 

Number of

Underlying

Shares

 

 

Weighted

Average

Per Share

Grant Date

Fair Value

 

RSUs

 

 

21,970

 

 

$

27.17

 

PSUs

 

 

52,976

 

 

 

25.49

 

 

The grant-date fair value for the RSUs granted during the six months ended June 30, 2019 is equal to the closing market price of our common stock on the date of grant reduced by the present value of the dividends expected to be paid on the underlying shares.

Fifty percent of the PSUs that ultimately vest is contingent on achieving specified total shareholder return (“TSR”) targets relative to the SNL Small Cap Bank & Thrift Index, a market index the MD&C Committee has selected as a peer group for this purpose. These shares will be earned based on the Company’s achievement of a relative TSR performance requirement, on a percentile basis, compared to the SNL Small Cap Bank & Thrift Index over a three-year performance period ended December 31, 2021. The shares earned based on the achievement of the TSR performance requirement, if any, will vest on the third anniversary of the grant date assuming the recipient’s continuous service to the Company.  The remaining fifty percent of the PSUs that ultimately vest is contingent upon achievement of a return on average assets (“ROAA”) performance requirement for the Company’s fiscal year ended December 31, 2021. The shares earned based on the achievement of the ROAA performance requirement, if any, will vest on the third anniversary of the grant date assuming the recipient’s continuous service to the Company.  

The grant-date fair value of the TSR portion of PSUs granted on February 26, 2019 was determined using the Monte Carlo simulation model on the date of grant, assuming the following (i) expected term of 2.84 years, (ii) risk free interest rate of 2.43%, (iii) expected dividend yield of 3.20% and (iv) expected stock price volatility over the expected term of the TSR award of 21.3%. The grant-date fair value of the TSR portion of PSUs granted on May 22, 2019 was determined using the Monte Carlo simulation model on the date of grant, assuming the following (i) expected term of 2.61 years, (ii) risk free interest rate of 2.18%, (iii) expected dividend yield of 3.60% and (iv) expected stock price volatility over the expected term of the TSR award of 22.0%. The Monte Carlo simulation model is a risk analysis method that selects a random value from a range of estimates. The grant-date fair value of the ROAA portion of PSUs granted during the six months ended June 30, 2019 is equal to the closing market price of our common stock on the date of grant reduced by the present value of the dividends expected to be paid on the underlying shares.

During the six months ended June 30, 2019, the Company issued a total of 2,283 shares of common stock in-lieu of cash for the annual retainer of three non-employee directors and granted a total of 8,226 restricted shares of common stock to non-employee directors, of which 4,113 shares vested immediately and 4,113 shares will vest after completion of a one-year service requirement. The market value of the stock and restricted stock at the close of the Nasdaq Global Select Market on the date of grant was $27.33.

The following is a summary of restricted stock awards and restricted stock units activity for the six months ended June 30, 2019:

 

 

 

Number of

Shares

 

 

Weighted

Average

Market

Price at

Grant Date

 

Outstanding at beginning of year

 

 

130,571

 

 

$

28.04

 

Granted

 

 

83,172

 

 

 

26.11

 

Vested

 

 

(26,373

)

 

 

26.05

 

Forfeited

 

 

(22,369

)

 

 

26.22

 

Outstanding at end of period

 

 

165,001

 

 

$

27.64

 

 

At June 30, 2019, there was $2.9 million of unrecognized compensation expense related to unvested restricted stock awards and restricted stock units that is expected to be recognized over a weighted average period of 2.3 years.

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(11.)SHARE-BASED COMPENSATION PLANS (Continued)

The Company uses the Black-Scholes valuation method to estimate the fair value of its stock option awards. There were no stock options awarded during the first six months of 2019 or 2018. There was no unrecognized compensation expense related to unvested stock options as of June 30, 2019. There was no stock option activity for the six months ended June 30, 2019.

The aggregate intrinsic value (the amount by which the market price of the stock on the date of exercise exceeded the market price of the stock on the date of grant) of option exercises for the six months ended June 30, 2018 was $222 thousand. The total cash received as a result of option exercises under stock compensation plans for the six months ended June 30, 2018 was $309 thousand.

The Company amortizes the expense related to share-based compensation awards over the vesting period. Share-based compensation expense is recorded as a component of salaries and employee benefits in the consolidated statements of income for awards granted to management and as a component of other noninterest expense for awards granted to directors. The share-based compensation expense included in the consolidated statements of income, is as follows (in thousands):

 

 

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Salaries and employee benefits

 

$

310

 

 

$

298

 

 

$

461

 

 

$

566

 

Other noninterest expense

 

 

143

 

 

 

159

 

 

 

174

 

 

 

193

 

Total share-based compensation expense

 

$

453

 

 

$

457

 

 

$

635

 

 

$

759

 

 

(12.)EMPLOYEE BENEFIT PLANS

The components of the Company’s net periodic benefit expense for its pension and post-retirement obligations were as follows (in thousands):

 

 

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Service cost

 

$

802

 

 

$

837

 

 

$

1,604

 

 

$

1,673

 

Interest cost on projected benefit obligation

 

 

695

 

 

 

597

 

 

 

1,390

 

 

 

1,195

 

Expected return on plan assets

 

 

(1,184

)

 

 

(1,321

)

 

 

(2,368

)

 

 

(2,642

)

Amortization of unrecognized prior service credit

 

 

(17

)

 

 

(18

)

 

 

(33

)

 

 

(36

)

Amortization of unrecognized net actuarial loss

 

 

366

 

 

 

188

 

 

 

732

 

 

 

375

 

Net periodic benefit expense

 

$

662

 

 

$

283

 

 

$

1,325

 

 

$

565

 

 

The net periodic benefit expense is recorded as a component of salaries and employee benefits in the consolidated statements of income. The Company’s funding policy is to contribute, at a minimum, an actuarially determined amount that will satisfy the minimum funding requirements determined under the appropriate sections of the Internal Revenue Code. The Company has no minimum required contribution for the 2019 fiscal year.

- 31 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(13.)COMMITMENTS AND CONTINGENCIES

The Company has financial instruments with off-balance sheet risk established in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk extending beyond amounts recognized in the financial statements.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is essentially the same as that involved with extending loans to customers. The Company uses the same credit underwriting policies in making commitments and conditional obligations as for on-balance sheet instruments.

Off-balance sheet commitments consist of the following (in thousands):

 

 

 

June 30,

2019

 

 

December 31,

2018

 

Commitments to extend credit

 

$

726,787

 

 

$

687,875

 

Standby letters of credit

 

 

10,953

 

 

 

11,977

 

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. Commitments generally have fixed expiration dates or other termination clauses which may require payment of a fee. Commitments may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if any, is based on management’s credit evaluation of the borrower. Standby letters of credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party. These standby letters of credit are primarily issued to support private borrowing arrangements. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers.

(14.)FAIR VALUE MEASUREMENTS

Determination of Fair Value – Assets Measured at Fair Value on a Recurring and Nonrecurring Basis

Valuation Hierarchy

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. ASC Topic 820, “Fair Value Measurements and Disclosures,” establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. There have been no changes in the valuation techniques used during the current period. The fair value hierarchy is as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

 

Level 3 - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Transfers between levels of the fair value hierarchy are recorded as of the end of the reporting period.

- 32 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(14.)FAIR VALUE MEASUREMENTS (Continued)

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Securities available for sale: Securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

Derivative instruments: The fair value of derivative instruments is determined using quoted secondary market prices for similar financial instruments and are classified as Level 2 in the fair value hierarchy.

Loans held for sale: The fair value of loans held for sale is determined using quoted secondary market prices and investor commitments. Loans held for sale are classified as Level 2 in the fair value hierarchy.

Collateral dependent impaired loans: Fair value of impaired loans with specific allocations of the allowance for loan losses is measured based on the value of the collateral securing these loans and is classified as Level 3 in the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable and collateral value is determined based on appraisals performed by qualified licensed appraisers hired by the Company. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and the client’s business. Such discounts are typically significant and result in a Level 3 classification of the inputs for determining fair value. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above.

Loan servicing rights: Loan servicing rights do not trade in an active market with readily observable market data. As a result, the Company estimates the fair value of loan servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income. The assumptions used in the discounted cash flow model are those that we believe market participants would use in estimating future net servicing income, including estimates of loan prepayment rates, servicing costs, ancillary income, impound account balances, and discount rates. The significant unobservable inputs used in the fair value measurement of the Company’s loan servicing rights are the constant prepayment rates and weighted average discount rate. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. Although the constant prepayment rate and the discount rate are not directly interrelated, they will generally move in opposite directions. Loan servicing rights are classified as Level 3 measurements due to the use of significant unobservable inputs, as well as significant management judgment and estimation.

Other real estate owned (foreclosed assets): Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property, resulting in a Level 3 classification. The appraisals are sometimes further discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and client’s business. Such discounts are typically significant and result in a Level 3 classification of the inputs for determining fair value. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

Commitments to extend credit and letters of credit: Commitments to extend credit and fund letters of credit are principally at current interest rates, and, therefore, the carrying amount approximates fair value. The fair value of commitments is not material.

- 33 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(14.)FAIR VALUE MEASUREMENTS (Continued)

Assets Measured at Fair Value

The following tables present for each of the fair-value hierarchy levels the Company’s assets that are measured at fair value on a recurring and non-recurring basis as of the dates indicated (in thousands).

 

 

 

Quoted

Prices

in Active

Markets for

Identical

Assets or

Liabilities

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Total

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency and government sponsored enterprises

 

$

 

 

$

111,186

 

 

$

 

 

$

111,186

 

Mortgage-backed securities

 

 

 

 

 

295,323

 

 

 

 

 

 

295,323

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedging derivative instruments

 

 

 

 

 

35

 

 

 

 

 

 

35

 

Fair value adjusted through comprehensive income

 

$

 

 

$

406,544

 

 

$

 

 

$

406,544

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments - interest rate products

 

$

 

 

$

5,199

 

 

$

 

 

$

5,199

 

Derivative instruments - credit contracts

 

 

 

 

 

29

 

 

 

 

 

 

29

 

Derivative instruments - mortgage banking

 

 

 

 

 

205

 

 

 

 

 

 

205

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments - interest rate products

 

 

 

 

 

(5,692

)

 

 

 

 

 

(5,692

)

Derivative instruments - credit contracts

 

 

 

 

 

(47

)

 

 

 

 

 

(47

)

Derivative instruments - mortgage banking

 

 

 

 

 

(16

)

 

 

 

 

 

(16

)

Fair value adjusted through net income

 

$

 

 

$

(322

)

 

$

 

 

$

(322

)

Measured on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

 

 

$

2,045

 

 

$

 

 

$

2,045

 

Collateral dependent impaired loans

 

 

 

 

 

 

 

 

4,935

 

 

 

4,935

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan servicing rights

 

 

 

 

 

 

 

 

1,060

 

 

 

1,060

 

Other real estate owned

 

 

 

 

 

 

 

 

37

 

 

 

37

 

Total

 

$

 

 

$

2,045

 

 

$

6,032

 

 

$

8,077

 

 

There were no transfers between Levels 1 and 2 during the six months ended June 30, 2019. There were no liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2019.

 

- 34 -


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(14.)FAIR VALUE MEASUREMENTS (Continued)

 

 

 

Quoted

Prices

in Active

Markets for

Identical

Assets or

Liabilities

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Total

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency and government sponsored enterprises

 

$

 

 

$

152,028

 

 

$

 

 

$

152,028

 

Mortgage-backed securities

 

 

 

 

 

293,649

 

 

 

 

 

 

293,649

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedging derivative instruments

 

 

 

 

 

631

 

 

 

 

 

 

631

 

Fair value adjusted through comprehensive income

 

$

 

 

$

446,308

 

 

$

 

 

$

446,308

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments - interest rate products

 

$

 

 

$

1,803

 

 

$

 

 

$

1,803

 

Derivative instruments - mortgage banking

 

 

 

 

 

83

 

 

 

 

 

 

83

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments - interest rate products

 

 

 

 

 

(2,006

)

 

 

 

 

 

(2,006

)

Derivative instruments - credit contracts

 

 

 

 

 

(24

)

 

 

 

 

 

(24

)

Derivative instruments - mortgage banking

 

 

 

 

 

(27

)

 

 

 

 

 

(27

)

Fair value adjusted through net income

 

$

 

 

$

(171

)

 

$

 

 

$

(171

)

Measured on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

 

 

$

2,868

 

 

$

 

 

$

2,868

 

Collateral dependent impaired loans

 

 

 

 

 

 

 

 

2,872

 

 

 

2,872

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan servicing rights

 

 

 

 

 

 

 

 

1,022

 

 

 

1,022

 

Other real estate owned

 

 

 

 

 

 

 

 

230

 

 

 

230

 

Total

 

$

 

 

$

2,868

 

 

$

4,124

 

 

$

6,992

 

 

There were no transfers between Levels 1 and 2 during the six months ended June 30, 2018. There were no liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2018.

The following table presents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis for which the Company has utilized Level 3 inputs to determine fair value (dollars in thousands).

 

Asset

 

Fair

Value

 

 

Valuation Technique

 

Unobservable Input

 

Unobservable Input

Value or Range

Collateral dependent impaired loans

 

$

4,935

 

 

Appraisal of collateral (1)

 

Appraisal adjustments (2)

 

28% (3)

Loan servicing rights

 

 

1,060

 

 

Discounted cash flow

 

Discount rate

 

10.2% (3)

 

 

 

 

 

 

 

 

Constant prepayment rate

 

15.4% (3)

Other real estate owned

 

 

37

 

 

Appraisal of collateral (1)

 

Appraisal adjustments (2)

 

20% (3)

 

(1)

Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.

(2)

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.

(3)

Weighted averages.

Changes in Level 3 Fair Value Measurements

There were no assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the six months ended June 30, 2019 and 2018.

 

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(14.)FAIR VALUE MEASUREMENTS (Continued)

Disclosures about Fair Value of Financial Instruments

The assumptions used below are expected to approximate those that market participants would use in valuing these financial instruments.

Fair value estimates are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of timing, amount of expected future cash flows and the credit standing of the issuer. Such estimates do not consider the tax impact of the realization of unrealized gains or losses. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. In addition, the disclosed fair value may not be realized in the immediate settlement of the financial instrument. Care should be exercised in deriving conclusions about our business, its value or financial position based on the fair value information of financial instruments presented below.

The estimated fair value approximates carrying value for cash and cash equivalents, Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) stock, accrued interest receivable, non-maturity deposits, short-term borrowings and accrued interest payable.

The following presents (in thousands) the carrying amount, estimated fair value, and placement in the fair value measurement hierarchy of the Company’s financial instruments as of the dates indicated.

 

 

 

Level in

 

June 30, 2019

 

 

December 31, 2018

 

 

 

Fair Value

 

 

 

 

 

Estimated

 

 

 

 

 

 

Estimated

 

 

 

Measurement

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

 

Hierarchy

 

Amount

 

 

Value

 

 

Amount

 

 

Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

Level 1

 

$

108,988

 

 

$

108,988

 

 

$

102,755

 

 

$

102,755

 

Securities available for sale

 

Level 2

 

 

406,509

 

 

 

406,509

 

 

 

445,677

 

 

 

445,677

 

Securities held to maturity

 

Level 2

 

 

398,610

 

 

 

401,405

 

 

 

446,581

 

 

 

439,581

 

Loans held for sale

 

Level 2

 

 

2,045

 

 

 

2,045

 

 

 

2,868

 

 

 

2,868

 

Loans

 

Level 2

 

 

3,112,315

 

 

 

3,131,641

 

 

 

3,049,812

 

 

 

3,006,161

 

Loans (1)

 

Level 3

 

 

4,935

 

 

 

4,935

 

 

 

2,872

 

 

 

2,872

 

Accrued interest receivable

 

Level 1

 

 

12,432

 

 

 

12,432

 

 

 

11,990

 

 

 

11,990

 

FHLB and FRB stock

 

Level 2

 

 

21,717

 

 

 

21,717

 

 

 

26,375

 

 

 

26,375

 

Derivative instruments – cash flow hedge

 

Level 2

 

 

35

 

 

 

35

 

 

 

631

 

 

 

631

 

Derivative instruments – interest rate products

 

Level 2

 

 

5,199

 

 

 

5,199

 

 

 

1,803

 

 

 

1,803

 

Derivative instruments – credit contracts

 

Level 2

 

 

29

 

 

 

29

 

 

 

 

 

 

 

Derivative instruments – mortgage banking

 

Level 2

 

 

205

 

 

 

205

 

 

 

83

 

 

 

83

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-maturity deposits

 

Level 1

 

 

2,363,505

 

 

 

2,363,505

 

 

 

2,346,839

 

 

 

2,346,839

 

Time deposits

 

Level 2

 

 

1,108,484

 

 

 

1,105,235

 

 

 

1,020,068

 

 

 

1,014,532

 

Short-term borrowings

 

Level 1

 

 

308,500

 

 

 

308,500

 

 

 

469,500

 

 

 

469,500

 

Long-term borrowings

 

Level 2

 

 

39,237

 

 

 

38,602

 

 

 

39,202

 

 

 

38,415

 

Accrued interest payable

 

Level 1

 

 

10,368

 

 

 

10,368

 

 

 

9,280

 

 

 

9,280

 

Derivative instruments – interest rate products

 

Level 2

 

 

5,692

 

 

 

5,692

 

 

 

2,006

 

 

 

2,006

 

Derivative instruments – credit contracts

 

Level 2

 

 

47

 

 

 

47

 

 

 

24

 

 

 

24

 

Derivative instruments – mortgage banking

 

Level 2

 

 

16

 

 

 

16

 

 

 

27

 

 

 

27

 

 

(1)

Comprised of collateral dependent impaired loans.

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(15.)SEGMENT REPORTING

The Company has two reportable segments: Banking and Non-Banking. These reportable segments have been identified and organized based on the nature of the underlying products and services applicable to each segment, the type of customers to whom those products and services are offered and the distribution channel through which those products and services are made available.

The Banking segment includes all of the Company’s retail and commercial banking operations. The Non-Banking segment includes the activities of SDN, a full-service insurance agency that provides a broad range of insurance services to both personal and business clients, and Courier Capital and HNP Capital, our investment advisor and wealth management firms that provide customized investment management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans. Holding company amounts are the primary differences between segment amounts and consolidated totals and are reflected in the Holding Company and Other column below, along with amounts to eliminate balances and transactions between segments.

The following tables present information regarding our business segments as of and for the periods indicated (in thousands).

 

 

 

Banking

 

 

Non-

Banking

 

 

Holding

Company

and Other

 

 

Consolidated

Totals

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

48,536

 

 

$

17,526

 

 

$

 

 

$

66,062

 

Other intangible assets, net

 

 

150

 

 

 

9,322

 

 

 

 

 

 

9,472

 

Total assets

 

 

4,280,282

 

 

 

34,904

 

 

 

(1,241

)

 

 

4,313,945

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

48,536

 

 

$

17,526

 

 

$

 

 

$

66,062

 

Other intangible assets, net

 

 

213

 

 

 

9,898

 

 

 

 

 

 

10,111

 

Total assets

 

 

4,272,439

 

 

 

35,975

 

 

 

3,284

 

 

 

4,311,698

 

 

 

 

 

Banking

 

 

Non-

Banking

 

 

Holding

Company

and Other

 

 

Consolidated

Totals

 

Three months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (expense)

 

$

33,082

 

 

$

 

 

$

(618

)

 

$

32,464

 

Provision for loan losses

 

 

(2,354

)

 

 

 

 

 

 

 

 

(2,354

)

Noninterest income

 

 

6,788

 

 

 

2,634

 

 

 

(189

)

 

 

9,233

 

Noninterest expense

 

 

(21,650

)

 

 

(2,831

)

 

 

(522

)

 

 

(25,003

)

Income (loss) before income taxes

 

 

15,866

 

 

 

(197

)

 

 

(1,329

)

 

 

14,340

 

Income tax (expense) benefit

 

 

(3,315

)

 

 

43

 

 

 

333

 

 

 

(2,939

)

Net income (loss)

 

$

12,551

 

 

$

(154

)

 

$

(996

)

 

$

11,401

 

Six months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (expense)

 

$

65,491

 

 

$

 

 

$

(1,235

)

 

$

64,256

 

Provision for loan losses

 

 

(3,547

)

 

 

 

 

 

 

 

 

(3,547

)

Noninterest income

 

 

13,054

 

 

 

5,660

 

 

 

(361

)

 

 

18,353

 

Noninterest expense

 

 

(43,103

)

 

 

(5,872

)

 

 

(1,199

)

 

 

(50,174

)

Income (loss) before income taxes

 

 

31,895

 

 

 

(212

)

 

 

(2,795

)

 

 

28,888

 

Income tax (expense) benefit

 

 

(6,659

)

 

 

43

 

 

 

650

 

 

 

(5,966

)

Net income (loss)

 

$

25,236

 

 

$

(169

)

 

$

(2,145

)

 

$

22,922

 

 

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(15.)SEGMENT REPORTING (Continued)

 

 

 

Banking

 

 

Non-

Banking (1)

 

 

Holding

Company

and Other

 

 

Consolidated

Totals

 

Three months ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (expense)

 

$

30,851

 

 

$

 

 

$

(621

)

 

$

30,230

 

Provision for loan losses

 

 

(40

)

 

 

 

 

 

 

 

 

(40

)

Noninterest income

 

 

6,156

 

 

 

2,385

 

 

 

(134

)

 

 

8,407

 

Noninterest expense

 

 

(20,180

)

 

 

(2,150

)

 

 

(1,118

)

 

 

(23,448

)

Income (loss) before income taxes

 

 

16,787

 

 

 

235

 

 

 

(1,873

)

 

 

15,149

 

Income tax (expense) benefit

 

 

(3,504

)

 

 

(59

)

 

 

584

 

 

 

(2,979

)

Net income (loss)

 

$

13,283

 

 

$

176

 

 

$

(1,289

)

 

$

12,170

 

Six months ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (expense)

 

$

61,168

 

 

$

 

 

$

(1,236

)

 

$

59,932

 

Provision for loan losses

 

 

(2,989

)

 

 

 

 

 

 

 

 

(2,989

)

Noninterest income

 

 

12,586

 

 

 

5,009

 

 

 

(281

)

 

 

17,314

 

Noninterest expense

 

 

(40,660

)

 

 

(4,815

)

 

 

(2,077

)

 

 

(47,552

)

Income (loss) before income taxes

 

 

30,105

 

 

 

194

 

 

 

(3,594

)

 

 

26,705

 

Income tax (expense) benefit

 

 

(6,136

)

 

 

(51

)

 

 

940

 

 

 

(5,247

)

Net income (loss)

 

$

23,969

 

 

$

143

 

 

$

(2,654

)

 

$

21,458

 

 

(1)

Reflects activity from the acquisition of HNP Capital since June 1, 2018 (the date of acquisition).

 

 

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Table of Contents

 

ITEM 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q should be read in conjunction with the more detailed and comprehensive disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2018. In addition, please read this section in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements contained herein.

FORWARD LOOKING INFORMATION

Statements and financial analysis contained in this Quarterly Report on Form 10-Q that are based on other than historical data are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and include, among others:

 

statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Financial Institutions, Inc. (the “Parent”) and its subsidiaries (collectively, the “Company,” “we,” “our” or “us”); and

 

statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” or similar expressions.

These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”), including, but not limited to, those presented in the Management’s Discussion and Analysis of Financial Condition and Results of Operations. Factors that might cause such material differences include, but are not limited to:

 

If we experience greater credit losses than anticipated, earnings may be adversely impacted;

 

Our tax strategies and the value of our deferred tax assets and liabilities could adversely affect our operating results and regulatory capital ratios;

 

Geographic concentration may unfavorably impact our operations;

 

We depend on the accuracy and completeness of information about or from customers and counterparties;

 

Our insurance brokerage subsidiary is subject to risk related to the insurance industry;

 

Our investment advisory and wealth management operations are subject to risk related to the regulation of the financial services industry and market volatility;

 

We may be unable to successfully implement our growth strategies, including the integration and successful management of newly-acquired businesses;

 

We are subject to environmental liability risk associated with our lending activities;

 

Our commercial business and mortgage loans increase our exposure to credit risks;

 

Our indirect and consumer lending involves risk elements in addition to normal credit risk;

 

Lack of seasoning in portions of our loan portfolio could increase risk of credit defaults in the future;

 

We accept deposits that do not have a fixed term, and which may be withdrawn by the customer at any time for any reason;

 

Any future FDIC insurance premium increases may adversely affect our earnings;

 

We are highly regulated, and any adverse regulatory action may result in additional costs, loss of business opportunities, and reputational damage;

 

We make certain assumptions and estimates in preparing our financial statements that may prove to be incorrect, which could significantly impact our results of operations, cash flows and financial condition, and we are subject to new or changing accounting rules and interpretations, and the failure by us to correctly interpret or apply these evolving rules and interpretations could have a material adverse effect;

 

Legal and regulatory proceedings and related matters could adversely affect us and the banking industry in general;

 

A breach in security of our or third-party information systems, including the occurrence of a cyber incident or a deficiency in cybersecurity, or a failure by us to comply with New York State cybersecurity regulations, may subject us to liability, result in a loss of customer business or damage our brand image;

 

We face competition in staying current with technological changes and banking alternatives to compete and meet customer demands;

 

We rely on other companies to provide key components of our business infrastructure;

 

We use financial models for business planning purposes that may not adequately predict future results;

 

We may not be able to attract and retain skilled people;

 

Acquisitions may disrupt our business and dilute shareholder value;

 

We are subject to interest rate risk, and a rising rate environment may reduce our income and result in higher defaults on our loans;

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

Our business may be adversely affected by conditions in the financial markets and economic conditions generally;

 

The policies of the Federal Reserve have a significant impact on our earnings;

 

The soundness of other financial institutions could adversely affect us;

 

The value of our goodwill and other intangible assets may decline in the future;

 

We operate in a highly competitive industry and market area;

 

Severe weather, natural disasters, acts of war or terrorism, and other external events could significantly impact our business;

 

Liquidity is essential to our businesses;

 

We may need to raise additional capital in the future and such capital may not be available on acceptable terms or at all;

 

We rely on dividends from our subsidiaries for most of our revenue;

 

We may not pay or may reduce the dividends on our common stock;

 

We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation, which could dilute our current shareholders or negatively affect the value of our common stock;

 

Our certificate of incorporation, our bylaws, and certain banking laws may have an anti-takeover effect; and

 

The market price of our common stock may fluctuate significantly in response to a number of factors.

We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advise readers that various factors, including those described above, could affect our financial performance and could cause our actual results or circumstances for future periods to differ materially from those anticipated or projected. See also Item 1A, Risk Factors, in the Form 10-K for further information. Except as required by law, we do not undertake, and specifically disclaim any obligation to publicly release any revisions to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

GENERAL

The Parent is a financial holding company headquartered in New York State, providing diversified financial services through its subsidiaries, Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”). The Company offers a broad array of deposit, lending and other financial services to individuals, municipalities and businesses in Western and Central New York through its wholly-owned New York-chartered banking subsidiary, the Bank. Our indirect lending network includes relationships with franchised automobile dealers in Western and Central New York, the Capital District of New York and Northern and Central Pennsylvania. SDN provides a broad range of insurance services to personal and business clients. Courier Capital and HNP Capital provide customized investment advice, wealth management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans.

Our primary sources of revenue are net interest income (interest earned on our loans and securities, net of interest paid on deposits and other funding sources) and noninterest income, particularly fees and other revenue from insurance, investment advisory and financial services provided to customers or ancillary services tied to loans and deposits. Business volumes and pricing drive revenue potential, and tend to be influenced by overall economic factors, including market interest rates, business spending, consumer confidence, economic growth, and competitive conditions within the marketplace. We are not able to predict market interest rate fluctuations with certainty and our asset/liability management strategy may not prevent interest rate changes from having a material adverse effect on our results of operations and financial condition.

Our business strategy has been to maintain a community bank philosophy, which consists of focusing on and understanding the individualized banking and other financial needs of individuals, municipalities and businesses of the local communities surrounding our primary service area. We believe this focus allows us to be more responsive to our customers’ needs and provide a high level of personal service that differentiates us from larger competitors, resulting in long-standing and broad-based banking relationships. Our core customers are primarily small- to medium-sized businesses, individuals and community organizations who prefer to build banking, insurance and wealth management relationships with a community bank that combines high quality, competitively-priced products and services with personalized service. Because of our identity and origin as a locally operated bank, we believe that our level of personal service provides a competitive advantage over larger banks, which tend to consolidate decision-making authority outside local communities.

 

A key aspect of our current business strategy is to foster a community-oriented culture where our customers and employees establish long-standing and mutually beneficial relationships. We believe that we are well-positioned to be a strong competitor within our market area because of our focus on community banking needs and customer service, our comprehensive suite of deposit, loan, insurance and wealth management products typically found at larger banks, our highly experienced management team and our strategically located banking centers. We have evolved to meet changing customer needs by opening what we refer to as financial solution center branches. These financial solution center branches have a smaller footprint than our traditional branches, focus on technology to provide solutions that fit our customer preferences for transacting business with us, and are staffed by certified personal bankers who are trained to meet a broad array of customer needs. In recent years, we have opened four financial solution centers in the Rochester and Buffalo markets. We believe that the foregoing factors all help to grow our core deposits, which supports a central element of our business strategy - the growth of a diversified and high-quality loan portfolio.

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

EXECUTIVE OVERVIEW

Summary of 2019 Second Quarter Results

Net income decreased $769 thousand, or 6%, to $11.4 million for the second quarter of 2019 compared to $12.2 million for the second quarter of 2018. Net income available to common shareholders for the second quarter of 2019 was $11.0 million, or $0.69 per diluted share, compared with $11.8 million, or $0.74 per diluted share, for the second quarter of last year. Return on average common equity was 11.12% and return on average assets was 1.06% for the second quarter of 2019 compared to 12.90% and 1.18%, respectively, for the second quarter of 2018.

Net interest income totaled $32.5 million in the second quarter of 2019, up from $30.2 million in the second quarter of 2018. This increase was driven primarily by growth in interest-earning assets. Average interest-earning assets were up $124.4 million, led by a $307.8 million increase in average loans in the second quarter of 2019 compared to the same quarter in 2018. 

The provision for loan losses was $2.4 million in the second quarter of 2019 compared to $40 thousand in the second quarter of 2018. Net charge-offs during the recent quarter were $1.2 million, down from $1.7 million in the second quarter of 2018. Net charge-offs expressed as an annualized percentage of average loans outstanding were 0.16% during the second quarter of 2019 compared with 0.24% in the second quarter of 2018. See the “Allowance for Loan Losses” and “Non-Performing Assets and Potential Problem Loans” sections of this Management’s Discussion and Analysis for further discussion regarding the increase in the provision for loan losses and the decrease in net charge-offs.

Noninterest income totaled $9.2 million in the second quarter of 2019, compared to $8.4 million in the second quarter of 2018. The increase is primarily attributed to increases in investment advisory income, ATM and debit card income and net gain on sale of loans held for sale, partially offset by a decrease in income (loss) from derivatives instruments, net. Investment advisory income was $2.3 million in the second quarter of 2019, $416 thousand higher than the second quarter of 2018. The increase was primarily driven by the June 2018 acquisition of HNP Capital.  The increase in ATM and debit card was driven by an increase in consumer debit card activity. The increase in net gain on sale of loans held for sale was driven by an increase in the number and value of transactions executed in the quarter. A loss from derivative instruments of $45 thousand was recognized in the second quarter of 2019 driven by significantly lower volume of new interest rate swap transactions. As a result, the income recognized from new transactions was more than offset by the credit valuation adjustment associated with our interest rate swap portfolio.  

Noninterest expense in the second quarter of 2019 totaled $25.0 million compared with $23.4 million in the second quarter of 2018. The increase in noninterest expense was primarily the result of increases in salaries and employee benefits and advertising and promotions expenses. The increase in salaries and employee benefits was a result of investments in Bank personnel and the 2018 acquisition of HNP Capital.  The increase in advertising and promotions expense was related to the timing of expenses for the Five Star Bank branding campaign.

The regulatory Common Equity Tier 1 Ratio and Total Risk-Based Capital Ratio were 9.95%, and 12.57%, respectively, at June 30, 2019. See the “Liquidity and Capital Management” section of this Management’s Discussion and Analysis for further discussion regarding regulatory capital and the Basel III capital rules.

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

Net interest income is our primary source of revenue, comprising 78% of revenue during the six months ended June 30, 2019. Net interest income is the difference between interest income on interest-earning assets, such as loans and investment securities, and the interest expense on interest-bearing deposits and other borrowings used to fund interest-earning and other assets or activities. Net interest income is affected by changes in interest rates and by the amount and composition of earning assets and interest-bearing liabilities, as well as the sensitivity of the balance sheet to changes in interest rates, including characteristics such as the fixed or variable nature of the financial instruments, contractual maturities and repricing frequencies.

 

We use interest rate spread and net interest margin to measure and explain changes in net interest income. Interest rate spread is the difference between the yield on earning assets and the rate paid for interest-bearing liabilities that fund those assets. The net interest margin is expressed as the percentage of net interest income to average earning assets. The net interest margin exceeds the interest rate spread because noninterest-bearing sources of funds (“net free funds”), principally noninterest-bearing demand deposits and stockholders’ equity, also support earning assets. To compare tax-exempt asset yields to taxable yields, the yield on tax-exempt investment securities is computed on a taxable equivalent basis. Net interest income, interest rate spread, and net interest margin are discussed on a taxable equivalent basis.

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

The following table reconciles interest income per the consolidated statements of income to interest income adjusted to a fully taxable equivalent basis (dollars in thousands):

 

 

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest income per consolidated statements of income

 

$

42,648

 

 

$

37,013

 

 

$

84,162

 

 

$

72,490

 

Adjustment to fully taxable equivalent basis

 

 

289

 

 

 

359

 

 

 

591

 

 

 

725

 

Interest income adjusted to a fully taxable equivalent basis

 

 

42,937

 

 

 

37,372

 

 

 

84,753

 

 

 

73,215

 

Interest expense per consolidated statements of income

 

 

10,184

 

 

 

6,783

 

 

 

19,906

 

 

 

12,558

 

Net interest income on a taxable equivalent basis

 

$

32,753

 

 

$

30,589

 

 

$

64,847

 

 

$

60,657

 

 

Analysis of Net Interest Income for the Three Months Ended June 30, 2019 and 2018

Net interest income on a taxable equivalent basis for the three months ended June 30, 2019, was $32.8 million, an increase of $2.2 million versus the comparable quarter last year of $30.6 million. The increase in net interest income was due primarily to an increase in average earning assets of $124.4 million or 3% compared to the second quarter of 2018.

The net interest margin for the second quarter of 2019 was 3.28%, 12-basis points higher than 3.16% for the same period in 2018. This comparable period increase was a function of a 10-basis point higher contribution from net free funds and a two-basis point increase in the interest rate spread. The higher interest rate spread was a result of a 43-basis point increase in the yield on average interest-earning assets and a 41-basis point increase in the cost of average interest-bearing liabilities.

For the second quarter of 2019, the yield on average earning assets of 4.29% was 43 basis points higher than the second quarter of 2018 of 3.86%. Loan yields increased 39 basis points during the second quarter of 2019 to 4.82% from 4.43%. The yield on investment securities increased six basis points during the second quarter of 2019 to 2.38% from 2.32%. Overall, the earning asset rate changes increased interest income by $2.9 million during the second quarter of 2019 and a favorable volume variance increased interest income by $2.7 million, which collectively drove a $5.6 million increase in interest income.

Average interest-earning assets were $4.01 billion for the second quarter of 2019 compared to $3.88 billion for the second quarter of 2018, an increase of $124.4 million or 3% from the comparable quarter last year, with average loans up $307.8 million from $2.84 billion to $3.14 billion and average securities down $167.2 million from $1.01 billion to $845.6 million. The growth in average loans reflected increases in most loan categories. Commercial loans, in particular, were up $265.0 million from $1.32 billion to $1.59 billion or 20% from the second quarter of 2018. Loans represented 78.4% of average interest-earning assets during the second quarter of 2019 compared to 73.0% during the second quarter of 2018. The increase in the volume of average loans resulted in a $3.8 million increase in interest income, in addition to a $2.7 million increase due to the favorable rate variance. Securities represented 21.1% of average interest-earning assets during second quarter of 2019 compared to 26.1% during the second quarter of 2018. The decrease in the volume of average securities resulted in a $992 thousand decrease in interest income, partially offset by a $149 thousand increase due to the favorable rate variance.

The cost of average interest-bearing liabilities of 1.31% in the second quarter of 2019 compared to 0.90% in the second quarter of 2018 was 41-basis points higher than the second quarter of 2018. The cost of average interest-bearing deposits increased 42 basis points from 0.65% to 1.07% and the cost of short-term borrowings increased 70 basis points from 2.01% to 2.71% in the second quarter of 2019 compared to the same quarter of 2018. The increase in the cost of short-term borrowings was a result of increases in the federal funds rate. The cost of long-term borrowings for the second quarter of 2019 decreased one basis point from 6.31% to 6.30% in the second quarter of 2019 compared to the same quarter of 2018. Overall, interest-bearing liability rate and volume increases resulted in $3.4 million of higher interest expense.

Average interest-bearing liabilities of $3.12 billion in the second quarter of 2019 were $80.4 million or 3% higher than the second quarter of 2018. On average, interest-bearing deposits grew $137.9 million from $2.62 billion to $2.75 billion, while noninterest-bearing demand deposits (a principal component of net free funds) were up $15.1 million from $699.1 million to $714.2 million. The increase in average deposits was due to successful business development efforts in retail banking, and an increase in deposits from our Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) programs. For further discussion of the CDARS and ICS programs, refer to the “Funding Activities - Deposits” section of this Management’s Discussion and Analysis. Overall, interest-bearing deposit rate and volume changes resulted in $3.1 million of higher interest expense during the second quarter of 2019. Average borrowings decreased $57.5 million from $420.2 million to $362.7 million compared to the second quarter of 2018. Overall, short and long-term borrowing rate and volume changes resulted in $276 thousand of higher interest expense during the second quarter of 2019.

 


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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Analysis of Net Interest Income for the Six Months Ended June 30, 2019 and 2018

Net interest income on a taxable equivalent basis for the six months ended June 30, 2019, was $64.8 million, an increase of $4.2 million versus the comparable period last year of $60.6 million. The increase in net interest income was due primarily to an increase in average earning assets of $150.1 million or 4% compared to the first six months of 2018.

The net interest margin for the first six months of 2019 was 3.26%, nine-basis points higher than 3.17% for the same period in 2018. This comparable period increase was a function of a 10-basis point higher contribution from net free funds, partially offset by an one-basis point decrease in interest rate spread. The lower interest rate spread was a result of a 44-basis point increase in the yield on average interest-earning assets and a 45-basis point increase in the cost of average interest-bearing liabilities.

For the first six months of 2019, the yield on average earning assets of 4.26% was 44 basis points higher than the first six months of 2018 of 3.82%. Loan yields increased 41 basis points during the first six months of 2019 to 4.80% from 4.39%. The yield on investment securities increased six basis points during the first six months of 2019 to 2.38% from 2.32%. Overall, the earning asset rate changes increased interest income by $5.8 million during the first six months of 2019 and a favorable volume variance increased interest income by $5.7 million, which collectively drove a $11.5 million increase in interest income.

Average interest-earning assets were $4.00 billion for the first six months of 2019 compared to $3.85 billion for the first six months of 2018, an increase of $150.1 million or 4% from the comparable period last year, with average loans up $317.9 million from $2.80 billion to $3.12 billion and average securities down $157.6 million from $1.02 billion to $866.1 million. The growth in average loans reflected increases in most loan categories. Commercial loans, in particular, were up $257.7 million from $1.30 billion to $1.56 billion or 20% from the first six months of 2018. Loans represented 77.9% of average interest-earning assets during the first six months of 2019 compared to 72.7% during the first six months of 2018. The increase in the volume of average loans resulted in a $7.7 million increase in interest income, in addition to a $5.5 million increase due to the favorable rate variance. Securities represented 21.6% of average interest-earning assets during first six months of 2019 compared to 26.6% during the first six months of 2018. The decrease in the volume of average securities resulted in an $1.9 million decrease in interest income, partially offset by a $266 thousand increase due to the favorable rate variance.

The cost of average interest-bearing liabilities of 1.29% in the first six months of 2019 compared to 0.84% in the first six months of 2018 was 45-basis points higher than the first six months of 2018. The cost of average interest-bearing deposits increased 45 basis points from 0.60% to 1.05% and the cost of short-term borrowings increased 87 basis points from 1.84% to 2.71% in the first six months of 2019 compared to the same period of 2018. The increase in the cost of short-term borrowings was a result of increases in the federal funds rate. The cost of long-term borrowings for the first six months of 2019 decreased one basis point from 6.31% to 6.30% in the first six months of 2019 compared to the same period of 2018. Overall, interest-bearing liability rate and volume increases resulted in $7.3 million of higher interest expense.

Average interest-bearing liabilities of $3.11 billion in the first six months of 2019 were $92.2 million or 3% higher than the first six months of 2018. On average, interest-bearing deposits grew $153.5 million from $2.58 billion to $2.73 billion, while noninterest-bearing demand deposits (a principal component of net free funds) were up $27.1 million from $693.6 million to $720.7 million. The increase in average deposits was due to successful business development efforts in retail banking, and an increase in deposits from our CDARS and ICS programs. For further discussion of the CDARS and ICS programs, refer to the “Funding Activities - Deposits” section of this Management’s Discussion and Analysis. Overall, interest-bearing deposit rate and volume changes resulted in $6.5 million of higher interest expense during the first six months of 2019. Average borrowings decreased $61.3 million from $435.5 million to $374.2 million compared to the first six months of 2018. Overall, short and long-term borrowing rate and volume changes resulted in $880 thousand of higher interest expense during the first six months of 2019.

 

- 43 -


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

The following tables set forth certain information relating to the consolidated balance sheets and reflects the average yields earned on interest-earning assets, as well as the average rates paid on interest-bearing liabilities for the periods indicated (in thousands).

 

 

 

Three months ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Average

Balance

 

 

Interest

 

 

Average

Rate

 

 

Average

Balance

 

 

Interest

 

 

Average

Rate

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and interest-earning deposits

 

$

18,145

 

 

$

89

 

 

 

1.98

%

 

$

34,357

 

 

$

145

 

 

 

1.71

%

Investment securities (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

621,936

 

 

 

3,664

 

 

 

2.36

 

 

 

738,096

 

 

 

4,175

 

 

 

2.26

 

Tax-exempt (2)

 

 

223,688

 

 

 

1,377

 

 

 

2.46

 

 

 

274,750

 

 

 

1,709

 

 

 

2.49

 

Total investment securities

 

 

845,624

 

 

 

5,041

 

 

 

2.38

 

 

 

1,012,846

 

 

 

5,884

 

 

 

2.32

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

577,884

 

 

 

7,764

 

 

 

5.39

 

 

 

481,045

 

 

 

5,844

 

 

 

4.87

 

Commercial mortgage

 

 

1,010,544

 

 

 

13,177

 

 

 

5.23

 

 

 

842,422

 

 

 

10,302

 

 

 

4.91

 

Residential real estate loans

 

 

540,390

 

 

 

5,194

 

 

 

3.85

 

 

 

483,577

 

 

 

4,548

 

 

 

3.76

 

Residential real estate lines

 

 

107,826

 

 

 

1,423

 

 

 

5.29

 

 

 

113,948

 

 

 

1,305

 

 

 

4.59

 

Consumer indirect

 

 

891,967

 

 

 

9,761

 

 

 

4.39

 

 

 

899,069

 

 

 

8,835

 

 

 

3.94

 

Other consumer

 

 

15,721

 

 

 

488

 

 

 

12.44

 

 

 

16,449

 

 

 

509

 

 

 

12.43

 

Total loans

 

 

3,144,332

 

 

 

37,807

 

 

 

4.82

 

 

 

2,836,510

 

 

 

31,343

 

 

 

4.43

 

Total interest-earning assets

 

 

4,008,101

 

 

 

42,937

 

 

 

4.29

 

 

 

3,883,713

 

 

 

37,372

 

 

 

3.86

 

Less: Allowance for loan losses

 

 

(34,365

)

 

 

 

 

 

 

 

 

 

 

(36,661

)

 

 

 

 

 

 

 

 

Other noninterest-earning assets

 

 

326,518

 

 

 

 

 

 

 

 

 

 

 

295,683

 

 

 

 

 

 

 

 

 

Total assets

 

$

4,300,254

 

 

 

 

 

 

 

 

 

 

$

4,142,735

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand

 

$

660,747

 

 

$

346

 

 

 

0.21

%

 

$

677,582

 

 

$

227

 

 

 

0.13

%

Savings and money market

 

 

996,878

 

 

 

1,098

 

 

 

0.44

 

 

 

1,032,425

 

 

 

659

 

 

 

0.26

 

Time deposits

 

 

1,096,544

 

 

 

5,934

 

 

 

2.17

 

 

 

906,271

 

 

 

3,367

 

 

 

1.49

 

Total interest-bearing deposits

 

 

2,754,169

 

 

 

7,378

 

 

 

1.07

 

 

 

2,616,278

 

 

 

4,253

 

 

 

0.65

 

Short-term borrowings

 

 

323,461

 

 

 

2,189

 

 

 

2.71

 

 

 

381,043

 

 

 

1,912

 

 

 

2.01

 

Long-term borrowings

 

 

39,227

 

 

 

617

 

 

 

6.30

 

 

 

39,156

 

 

 

618

 

 

 

6.31

 

Total borrowings

 

 

362,688

 

 

 

2,806

 

 

 

3.10

 

 

 

420,199

 

 

 

2,530

 

 

 

2.41

 

Total interest-bearing liabilities

 

 

3,116,857

 

 

 

10,184

 

 

 

1.31

 

 

 

3,036,477

 

 

 

6,783

 

 

 

0.90

 

Noninterest-bearing demand deposits

 

 

714,205

 

 

 

 

 

 

 

 

 

 

 

699,112

 

 

 

 

 

 

 

 

 

Other noninterest-bearing liabilities

 

 

53,781

 

 

 

 

 

 

 

 

 

 

 

22,876

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

415,411

 

 

 

 

 

 

 

 

 

 

 

384,270

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

4,300,254

 

 

 

 

 

 

 

 

 

 

$

4,142,735

 

 

 

 

 

 

 

 

 

Net interest income (tax-equivalent)

 

 

 

 

 

$

32,753

 

 

 

 

 

 

 

 

 

 

$

30,589

 

 

 

 

 

Interest rate spread

 

 

 

 

 

 

 

 

 

 

2.98

%

 

 

 

 

 

 

 

 

 

 

2.96

%

Net earning assets

 

$

891,244

 

 

 

 

 

 

 

 

 

 

$

847,236

 

 

 

 

 

 

 

 

 

Net interest margin (tax-equivalent)

 

 

 

 

 

 

 

 

 

 

3.28

%

 

 

 

 

 

 

 

 

 

 

3.16

%

Ratio of average interest-earning assets to average

   interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

128.59

%

 

 

 

 

 

 

 

 

 

 

127.90

%

 

(1)

Investment securities are shown at amortized cost.

(2)

The interest on tax-exempt securities is calculated on a tax-equivalent basis assuming a Federal income tax rate of 21% for each of the three-month periods ended June 30, 2019 and 2018.

- 44 -


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

 

Average

Balance

 

 

Interest

 

 

Average

Rate

 

 

Average

Balance

 

 

Interest

 

 

Average

Rate

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and interest-earning deposits

 

$

18,050

 

 

$

191

 

 

 

2.14

%

 

$

28,183

 

 

$

223

 

 

 

1.60

%

Investment securities (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

637,655

 

 

 

7,471

 

 

 

2.34

 

 

 

746,054

 

 

 

8,438

 

 

 

2.26

 

Tax-exempt (2)

 

 

228,483

 

 

 

2,818

 

 

 

2.47

 

 

 

277,723

 

 

 

3,453

 

 

 

2.49

 

Total investment securities

 

 

866,138

 

 

 

10,289

 

 

 

2.38

 

 

 

1,023,777

 

 

 

11,891

 

 

 

2.32

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

562,618

 

 

 

15,007

 

 

 

5.38

 

 

 

467,225

 

 

 

11,067

 

 

 

4.78

 

Commercial mortgage

 

 

994,271

 

 

 

25,750

 

 

 

5.22

 

 

 

831,925

 

 

 

20,168

 

 

 

4.89

 

Residential real estate loans

 

 

534,986

 

 

 

10,323

 

 

 

3.86

 

 

 

477,130

 

 

 

8,936

 

 

 

3.75

 

Residential real estate lines

 

 

108,673

 

 

 

2,850

 

 

 

5.29

 

 

 

114,776

 

 

 

2,562

 

 

 

4.50

 

Consumer indirect

 

 

901,556

 

 

 

19,361

 

 

 

4.33

 

 

 

892,433

 

 

 

17,351

 

 

 

3.92

 

Other consumer

 

 

15,972

 

 

 

982

 

 

 

12.40

 

 

 

16,712

 

 

 

1,017

 

 

 

12.28

 

Total loans

 

 

3,118,076

 

 

 

74,273

 

 

 

4.80

 

 

 

2,800,201

 

 

 

61,101

 

 

 

4.39

 

Total interest-earning assets

 

 

4,002,264

 

 

 

84,753

 

 

 

4.26

 

 

 

3,852,161

 

 

 

73,215

 

 

 

3.82

 

Less: Allowance for loan losses

 

 

(34,498

)

 

 

 

 

 

 

 

 

 

 

(36,035

)

 

 

 

 

 

 

 

 

Other noninterest-earning assets

 

 

323,904

 

 

 

 

 

 

 

 

 

 

 

298,713

 

 

 

 

 

 

 

 

 

Total assets

 

$

4,291,670

 

 

 

 

 

 

 

 

 

 

$

4,114,839

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand

 

$

664,577

 

 

$

682

 

 

 

0.21

%

 

$

674,802

 

 

$

430

 

 

 

0.13

%

Savings and money market

 

 

981,439

 

 

 

2,083

 

 

 

0.43

 

 

 

1,022,554

 

 

 

1,111

 

 

 

0.22

 

Time deposits

 

 

1,086,670

 

 

 

11,412

 

 

 

2.12

 

 

 

881,863

 

 

 

6,168

 

 

 

1.41

 

Total interest-bearing deposits

 

 

2,732,686

 

 

 

14,177

 

 

 

1.05

 

 

 

2,579,219

 

 

 

7,709

 

 

 

0.60

 

Short-term borrowings

 

 

334,939

 

 

 

4,494

 

 

 

2.71

 

 

 

396,317

 

 

 

3,613

 

 

 

1.84

 

Long-term borrowings

 

 

39,218

 

 

 

1,235

 

 

 

6.30

 

 

 

39,147

 

 

 

1,236

 

 

 

6.31

 

Total borrowings

 

 

374,157

 

 

 

5,729

 

 

 

3.08

 

 

 

435,464

 

 

 

4,849

 

 

 

2.24

 

Total interest-bearing liabilities

 

 

3,106,843

 

 

 

19,906

 

 

 

1.29

 

 

 

3,014,683

 

 

 

12,558

 

 

 

0.84

 

Noninterest-bearing demand deposits

 

 

720,727

 

 

 

 

 

 

 

 

 

 

 

693,648

 

 

 

 

 

 

 

 

 

Other noninterest-bearing liabilities

 

 

55,876

 

 

 

 

 

 

 

 

 

 

 

23,938

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

408,224

 

 

 

 

 

 

 

 

 

 

 

382,570

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

4,291,670

 

 

 

 

 

 

 

 

 

 

$

4,114,839

 

 

 

 

 

 

 

 

 

Net interest income (tax-equivalent)

 

 

 

 

 

$

64,847

 

 

 

 

 

 

 

 

 

 

$

60,657

 

 

 

 

 

Interest rate spread

 

 

 

 

 

 

 

 

 

 

2.97

%

 

 

 

 

 

 

 

 

 

 

2.98

%

Net earning assets

 

$

895,421

 

 

 

 

 

 

 

 

 

 

$

837,478

 

 

 

 

 

 

 

 

 

Net interest margin (tax-equivalent)

 

 

 

 

 

 

 

 

 

 

3.26

%

 

 

 

 

 

 

 

 

 

 

3.17

%

Ratio of average interest-earning assets to average

   interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

128.82

%

 

 

 

 

 

 

 

 

 

 

127.78

%

 

(1)

Investment securities are shown at amortized cost.

(2)

The interest on tax-exempt securities is calculated on a tax-equivalent basis assuming a Federal income tax rate of 21% for each of the six-month periods ended June 30, 2019 and 2018.

- 45 -


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

The following table presents, on a tax-equivalent basis, the relative contribution of changes in volumes and changes in rates to changes in net interest income for the periods indicated. The change in interest income not solely due to changes in volume or rate has been allocated in proportion to the absolute dollar amounts of the change in each (in thousands):

 

 

 

Three months ended

June 30, 2019 vs. 2018

 

 

Six months ended

June 30, 2019 vs. 2018

 

Increase (decrease) in:

 

Volume

 

 

Rate

 

 

Total

 

 

Volume

 

 

Rate

 

 

Total

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and interest-earning deposits

 

$

(77

)

 

$

21

 

 

$

(56

)

 

$

(94

)

 

$

62

 

 

$

(32

)

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

(678

)

 

 

167

 

 

 

(511

)

 

 

(1,261

)

 

 

294

 

 

 

(967

)

Tax-exempt

 

 

(314

)

 

 

(18

)

 

 

(332

)

 

 

(607

)

 

 

(28

)

 

 

(635

)

Total investment securities

 

 

(992

)

 

 

149

 

 

 

(843

)

 

 

(1,868

)

 

 

266

 

 

 

(1,602

)

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

1,258

 

 

 

662

 

 

 

1,920

 

 

 

2,436

 

 

 

1,504

 

 

 

3,940

 

Commercial mortgage

 

 

2,158

 

 

 

717

 

 

 

2,875

 

 

 

4,135

 

 

 

1,447

 

 

 

5,582

 

Residential real estate loans

 

 

544

 

 

 

102

 

 

 

646

 

 

 

1,110

 

 

 

277

 

 

 

1,387

 

Residential real estate lines

 

 

(73

)

 

 

191

 

 

 

118

 

 

 

(142

)

 

 

430

 

 

 

288

 

Consumer indirect

 

 

(71

)

 

 

997

 

 

 

926

 

 

 

179

 

 

 

1,831

 

 

 

2,010

 

Other consumer

 

 

(23

)

 

 

2

 

 

 

(21

)

 

 

(45

)

 

 

10

 

 

 

(35

)

Total loans

 

 

3,793

 

 

 

2,671

 

 

 

6,464

 

 

 

7,673

 

 

 

5,499

 

 

 

13,172

 

Total interest income

 

 

2,724

 

 

 

2,841

 

 

 

5,565

 

 

 

5,711

 

 

 

5,827

 

 

 

11,538

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand

 

 

(6

)

 

 

125

 

 

 

119

 

 

 

(7

)

 

 

259

 

 

 

252

 

Savings and money market

 

 

(24

)

 

 

463

 

 

 

439

 

 

 

(47

)

 

 

1,019

 

 

 

972

 

Time deposits

 

 

809

 

 

 

1,758

 

 

 

2,567

 

 

 

1,660

 

 

 

3,584

 

 

 

5,244

 

Total interest-bearing deposits

 

 

779

 

 

 

2,346

 

 

 

3,125

 

 

 

1,606

 

 

 

4,862

 

 

 

6,468

 

Short-term borrowings

 

 

(320

)

 

 

597

 

 

 

277

 

 

 

(625

)

 

 

1,506

 

 

 

881

 

Long-term borrowings

 

 

1

 

 

 

(2

)

 

 

(1

)

 

 

2

 

 

 

(3

)

 

 

(1

)

Total borrowings

 

 

(319

)

 

 

595

 

 

 

276

 

 

 

(623

)

 

 

1,503

 

 

 

880

 

Total interest expense

 

 

460

 

 

 

2,941

 

 

 

3,401

 

 

 

983

 

 

 

6,365

 

 

 

7,348

 

Net interest income

 

$

2,264

 

 

$

(100

)

 

$

2,164

 

 

$

4,728

 

 

$

(538

)

 

$

4,190

 

 

Provision for Loan Losses

The provision for loan losses for the three and six months ended June 30, 2019 was $2.4 million and $3.5 million, respectively, compared to $40 thousand and $3.0 million for the corresponding periods in 2018. The provision for loan losses varies based primarily on loan growth, net charge-offs, collateral values and qualitative factors.

See the “Allowance for Loan Losses” and “Non-Performing Assets and Potential Problem Loans” sections of this Management’s Discussion and Analysis for further discussion.

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Noninterest Income

The following table details the major categories of noninterest income for the periods presented (in thousands):

 

 

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Service charges on deposits

 

$

1,756

 

 

$

1,703

 

 

$

3,436

 

 

$

3,441

 

Insurance income

 

 

872

 

 

 

1,018

 

 

 

2,250

 

 

 

2,417

 

ATM and debit card

 

 

1,739

 

 

 

1,531

 

 

 

3,182

 

 

 

2,952

 

Investment advisory

 

 

2,327

 

 

 

1,911

 

 

 

4,543

 

 

 

3,689

 

Company owned life insurance

 

 

424

 

 

 

443

 

 

 

834

 

 

 

893

 

Investments in limited partnerships

 

 

144

 

 

 

123

 

 

 

376

 

 

 

691

 

Loan servicing

 

 

104

 

 

 

108

 

 

 

214

 

 

 

223

 

Income (loss) from derivative instruments, net

 

 

(45

)

 

 

176

 

 

 

123

 

 

 

347

 

Net gain on sale of loans held for sale

 

 

407

 

 

 

131

 

 

 

589

 

 

 

227

 

Net gain on investment securities

 

 

166

 

 

 

7

 

 

 

113

 

 

 

7

 

Net gain on other assets

 

 

9

 

 

 

9

 

 

 

58

 

 

 

12

 

Other

 

 

1,330

 

 

 

1,247

 

 

 

2,635

 

 

 

2,415

 

Total noninterest income

 

$

9,233

 

 

$

8,407

 

 

$

18,353

 

 

$

17,314

 

 

Insurance income was $872 thousand and $2.3 million for the three and six months ended June 30, 2019, respectively, compared to $1.0 million and $2.4 million for the three and six months ended June 30, 2018, respectively. The decrease was primarily due to higher contingent and transaction revenue in the prior year periods.

ATM and debit card income was $1.7 million and $3.2 million for the three and six months ended June 30, 2019, respectively, compared to $1.5 million and $3.0 million for the three and six months ended June 30, 2018, respectively. The increase was primarily due to an increase in consumer debit card activity.

Investment advisory income was $2.3 million and $4.5 million for the three and six months ended June 30, 2019, respectively, compared to $1.9 million and $3.7 million for the three and six months ended June 30, 2018, respectively.  The increase reflects higher assets under management driven by the acquisition of HNP Capital in the second quarter of 2018.

We have investments in limited partnerships, primarily small business investment companies, and account for these investments under the equity method. The income from these equity method investments fluctuates based on the maturity and performance of the underlying investments.

A loss from derivative instruments of $45 thousand was recognized in the second quarter of 2019 driven by significantly lower volume of new interest rate swap transactions. As a result, the income recognized from new transactions was more than offset by the credit valuation adjustment associated with our interest rate swap portfolio.

Net gain on sale of loans held for sale for the three and six months ended June 30, 2019 totaled $407 thousand and $589 thousand, respectively, compared to $131 thousand and $227 thousand during the three and six months ended June 30, 2018, respectively. The income from the sale of loans held for sale fluctuates based on the timing of loan and sale closings.

During the first six months of 2019, we recognized net gains on investment securities totaling $113 thousand from the sale of ten agency securities and four mortgage-backed securities. During the first six months of 2018, we recognized net gains on investment securities totaling $7 thousand from the sale of four mortgage-backed securities. The amount and timing of our sale of investment securities is dependent on several factors, including our prudent efforts to realize gains while managing duration, premium and credit risk.

 

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Noninterest Expense

The following table details the major categories of noninterest expense for the periods presented (in thousands):

 

 

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Salaries and employee benefits

 

$

13,249

 

 

$

12,871

 

 

$

27,250

 

 

$

26,300

 

Occupancy and equipment

 

 

4,326

 

 

 

4,167

 

 

 

8,912

 

 

 

8,574

 

Professional services

 

 

932

 

 

 

896

 

 

 

2,090

 

 

 

1,779

 

Computer and data processing

 

 

1,350

 

 

 

1,358

 

 

 

2,573

 

 

 

2,593

 

Supplies and postage

 

 

498

 

 

 

548

 

 

 

1,032

 

 

 

1,060

 

FDIC assessments

 

 

486

 

 

 

480

 

 

 

998

 

 

 

988

 

Advertising and promotions

 

 

1,086

 

 

 

721

 

 

 

1,606

 

 

 

1,698

 

Amortization of intangibles

 

 

316

 

 

 

305

 

 

 

639

 

 

 

593

 

Other

 

 

2,760

 

 

 

2,102

 

 

 

5,074

 

 

 

3,967

 

Total noninterest expense

 

$

25,003

 

 

$

23,448

 

 

$

50,174

 

 

$

47,552

 

 

Salaries and employee benefits expense increased by $950 thousand to $27.3 million in the first six months of 2019 compared to $26.3 million during the same period in 2018. Salaries and employee benefits expense increased by $378 thousand to $13.2 million in the second quarter of 2019 compared to $12.9 million during the same period in 2018. The increases were primarily due to investments in Bank personnel and the acquisition of HNP Capital in the second quarter of 2018.

Occupancy and equipment expense increased $338 thousand to $8.9 million in the first six months of 2019 compared to $8.6 million during the same period in 2018, primarily as a result of investments in software and facilities.

Professional services expense increased $311 thousand to $2.1 million when comparing the first six months of 2019 to the same period in 2018, primarily as a result of the timing of fees for consulting and advisory projects.

Advertising and promotions expense of $1.1 million was $365 thousand higher than the second quarter of 2018 as a result of the timing of expenses related to the Five Star Bank branding campaign.

Our efficiency ratio for the first six months of 2019 was 60.39% compared with 60.99% for the first six months of 2018. The lower efficiency ratio is a result of the higher net interest income associated with our organic growth initiatives. The efficiency ratio is calculated by dividing total noninterest expense by net revenue, defined as the sum of tax-equivalent net interest income and noninterest income before net gains on investment securities. An increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease indicates a more efficient allocation of resources. The efficiency ratio, a banking industry financial measure, is not required by GAAP. However, the efficiency ratio is used by management in its assessment of financial performance specifically as it relates to noninterest expense control. Management also believes such information is useful to investors in evaluating Company performance.

Income Taxes

For the six months ended June 30, 2019, we recorded income tax expense of $6.0 million, versus $5.2 million for the same period in the prior year. The effective tax rates for the first six months of 2019 and 2018 were 20.7% and 19.6%, respectively. Effective tax rates are impacted by items of income and expense that are not subject to federal or state taxation. Our effective tax rates reflect the impact of these items, which include, but are not limited to, interest income from tax-exempt securities and earnings on company owned life insurance. In addition, our effective tax rate for 2019 and 2018 reflects the New York State tax benefit generated by our real estate investment trust.

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

ANALYSIS OF FINANCIAL CONDITION

INVESTING ACTIVITIES

Investment Securities

The following table summarizes the composition of our investment securities portfolio as of the dates indicated (in thousands):

 

 

 

Investment Securities Portfolio Composition

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

Amortized

 

 

Fair

 

 

Amortized

 

 

Fair

 

 

 

Cost

 

 

Value

 

 

Cost

 

 

Value

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency and government-sponsored enterprise

   securities

 

$

109,621

 

 

$

111,186

 

 

$

155,102

 

 

$

152,028

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency mortgage-backed securities

 

 

292,676

 

 

 

294,633

 

 

 

300,480

 

 

 

292,882

 

Non-Agency mortgage-backed securities

 

 

 

 

 

690

 

 

 

 

 

 

767

 

Total available for sale securities

 

 

402,297

 

 

 

406,509

 

 

 

455,582

 

 

 

445,677

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and political subdivisions

 

 

200,274

 

 

 

203,782

 

 

 

234,845

 

 

 

234,510

 

Mortgage-backed securities

 

 

198,336

 

 

 

197,623

 

 

 

211,736

 

 

 

205,071

 

Total held to maturity securities

 

 

398,610

 

 

 

401,405

 

 

 

446,581

 

 

 

439,581

 

Total investment securities

 

$

800,907

 

 

$

807,914

 

 

$

902,163

 

 

$

885,258

 

 

The available for sale (“AFS”) investment securities portfolio decreased $39.2 million from $445.7 million at December 31, 2018 to $406.5 million at June 30, 2019. The AFS portfolio had net unrealized gains totaling $4.2 million and net unrealized losses of $9.9 million at June 30, 2019 and December 31, 2018, respectively. The fair value of most of the investment securities in the AFS portfolio fluctuates as market interest rates change.

Security Yields and Maturities Schedule

The following table sets forth certain information regarding the amortized cost (“Cost”), weighted average yields (“Yield”) and contractual maturities of our debt securities portfolio as of June 30, 2019. Mortgage-backed securities are included in maturity categories based on their stated maturity date. Actual maturities may differ from the contractual maturities presented because borrowers may have the right to call or prepay certain investments. No tax-equivalent adjustments were made to the weighted average yields (dollars in thousands).

 

 

 

Due in one

year or less

 

 

Due from one

to five years

 

 

Due after five

years through

ten years

 

 

Due after ten years

 

 

Total

 

 

 

Cost

 

 

Yield

 

 

Cost

 

 

Yield

 

 

Cost

 

 

Yield

 

 

Cost

 

 

Yield

 

 

Cost

 

 

Yield

 

Available for sale debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies and

   government-sponsored enterprises

 

$

 

 

 

%

 

$

55,259

 

 

 

2.34

%

 

$

54,362

 

 

 

2.39

%

 

$

 

 

 

%

 

$

109,621

 

 

 

2.37

%

Mortgage-backed securities

 

 

21,794

 

 

 

1.47

 

 

 

49,759

 

 

 

2.37

 

 

 

119,445

 

 

 

2.58

 

 

 

101,678

 

 

 

2.44

 

 

 

292,676

 

 

 

2.41

 

 

 

 

21,794

 

 

 

1.47

 

 

 

105,018

 

 

 

2.36

 

 

 

173,807

 

 

 

2.52

 

 

 

101,678

 

 

 

2.44

 

 

 

402,297

 

 

 

2.40

 

Held to maturity debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and political subdivisions

 

 

47,189

 

 

 

2.40

 

 

 

129,492

 

 

 

2.05

 

 

 

23,593

 

 

 

1.87

 

 

 

 

 

 

 

 

 

200,274

 

 

 

2.11

 

Mortgage-backed securities

 

 

 

 

 

 

 

 

2,426

 

 

 

2.30

 

 

 

34,658

 

 

 

1.81

 

 

 

161,252

 

 

 

2.57

 

 

 

198,336

 

 

 

2.43

 

 

 

 

47,189

 

 

 

2.40

 

 

 

131,918

 

 

 

2.05

 

 

 

58,251

 

 

 

1.83

 

 

 

161,252

 

 

 

2.57

 

 

 

398,610

 

 

 

2.27

 

Total investment securities

 

$

68,983

 

 

 

2.10

%

 

$

236,936

 

 

 

2.19

%

 

$

232,058

 

 

 

2.35

%

 

$

262,930

 

 

 

2.52

%

 

$

800,907

 

 

 

2.34

%

 


- 49 -


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Impairment Assessment

We review investment securities on an ongoing basis for the presence of other than temporary impairment (“OTTI”) with formal reviews performed quarterly. Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses or the security is intended to be sold or will be required to be sold. The amount of the impairment related to non-credit related factors for available for sale securities is recognized in other comprehensive income. Evaluating whether the impairment of a debt security is other than temporary involves assessing i.) the intent to sell the debt security or ii.) the likelihood of being required to sell the security before the recovery of its amortized cost basis. In determining whether the OTTI includes a credit loss, we use our best estimate of the present value of cash flows expected to be collected from the debt security considering factors such as: a.) the length of time and the extent to which the fair value has been less than the amortized cost basis, b.) adverse conditions specifically related to the security, an industry, or a geographic area, c.) the historical and implied volatility of the fair value of the security, d.) the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future, e.) failure of the issuer of the security to make scheduled interest or principal payments, f.) any changes to the rating of the security by a rating agency, and g.) recoveries or additional declines in fair value subsequent to the balance sheet date. The assessment of whether OTTI exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. There were no securities deemed to be OTTI during the six months ended June 30, 2019 and 2018.

LENDING ACTIVITIES

The following table summarizes the composition of our loan portfolio, excluding loans held for sale and including net unearned income and net deferred fees and costs, as of the dates indicated (in thousands).

 

 

 

Loan Portfolio Composition

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

Amount

 

 

% of

Total

 

 

Amount

 

 

% of

Total

 

Commercial business

 

$

594,923

 

 

 

18.9

%

 

$

557,861

 

 

 

18.1

%

Commercial mortgage

 

 

1,010,071

 

 

 

32.0

 

 

 

958,194

 

 

 

31.0

 

Total commercial

 

 

1,604,994

 

 

 

50.9

 

 

 

1,516,055

 

 

 

49.1

 

Residential real estate loans

 

 

546,031

 

 

 

17.4

 

 

 

524,155

 

 

 

17.0

 

Residential real estate lines

 

 

108,006

 

 

 

3.4

 

 

 

109,718

 

 

 

3.6

 

Consumer indirect

 

 

876,116

 

 

 

27.8

 

 

 

919,917

 

 

 

29.8

 

Other consumer

 

 

16,537

 

 

 

0.5

 

 

 

16,753

 

 

 

0.5

 

Total consumer

 

 

1,546,690

 

 

 

49.1

 

 

 

1,570,543

 

 

 

50.9

 

Total loans

 

 

3,151,684

 

 

 

100.0

%

 

 

3,086,598

 

 

 

100.0

%

Less: Allowance for loan losses

 

 

34,434

 

 

 

 

 

 

 

33,914

 

 

 

 

 

Total loans, net

 

$

3,117,250

 

 

 

 

 

 

$

3,052,684

 

 

 

 

 

 

Total loans increased $65.1 million to $3.15 billion at June 30, 2019 from $3.09 billion at December 31, 2018. The increase in loans was attributable to our organic growth initiatives.

Commercial loans increased $88.9 million during the six months ended June 30, 2019 and represented 50.9% of total loans as of June 30, 2019 as a result of our continued commercial business development efforts.

The consumer indirect portfolio totaled $876.1 million and represented 27.8% of total loans as of June 30, 2019. During the first six months of 2019, we originated $158.5 million in indirect auto loans with a mix of approximately 33% new auto and 67% used auto. During the first six months of 2018, we originated $208.6 million in indirect auto loans with a mix of approximately 39% new auto and 61% used auto. Our origination volumes and mix of new and used vehicles financed fluctuate depending on general market conditions.

Loans Held for Sale and Loan Servicing Rights

Loans held for sale (not included in the loan portfolio composition table) were entirely comprised of residential real estate loans and totaled $2.0 million and $2.9 million as of June 30, 2019 and December 31, 2018, respectively.

We sell certain qualifying newly originated or refinanced residential real estate loans on the secondary market. Residential real estate loans serviced for others, which are not included in the consolidated statements of financial condition, amounted to $177.8 million and $171.5 million as of June 30, 2019 and December 31, 2018, respectively.

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Allowance for Loan Losses

The following table summarizes the activity in the allowance for loan losses for the periods indicated (in thousands).

 

 

 

Loan Loss Analysis

 

 

 

Three months ended

June 30,

 

 

Six months ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Allowance for loan losses, beginning of period

 

$

33,327

 

 

$

35,594

 

 

$

33,914

 

 

$

34,672

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

138

 

 

 

336

 

 

 

268

 

 

 

441

 

Commercial mortgage

 

 

3

 

 

 

 

 

 

3

 

 

 

4

 

Residential real estate loans

 

 

87

 

 

 

10

 

 

 

118

 

 

 

29

 

Residential real estate lines

 

 

2

 

 

 

7

 

 

 

2

 

 

 

101

 

Consumer indirect

 

 

2,700

 

 

 

2,621

 

 

 

5,682

 

 

 

5,615

 

Other consumer

 

 

243

 

 

 

235

 

 

 

552

 

 

 

668

 

Total charge-offs

 

 

3,173

 

 

 

3,209

 

 

 

6,625

 

 

 

6,858

 

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

128

 

 

 

77

 

 

 

231

 

 

 

197

 

Commercial mortgage

 

 

 

 

 

1

 

 

 

17

 

 

 

8

 

Residential real estate loans

 

 

11

 

 

 

63

 

 

 

17

 

 

 

132

 

Residential real estate lines

 

 

3

 

 

 

12

 

 

 

5

 

 

 

15

 

Consumer indirect

 

 

1,678

 

 

 

1,304

 

 

 

3,102

 

 

 

2,634

 

Other consumer

 

 

106

 

 

 

73

 

 

 

226

 

 

 

166

 

Total recoveries

 

 

1,926

 

 

 

1,530

 

 

 

3,598

 

 

 

3,152

 

Net charge-offs

 

 

1,247

 

 

 

1,679

 

 

 

3,027

 

 

 

3,706

 

Provision for loan losses

 

 

2,354

 

 

 

40

 

 

 

3,547

 

 

 

2,989

 

Allowance for loan losses, end of period

 

$

34,434

 

 

$

33,955

 

 

$

34,434

 

 

$

33,955

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loan charge-offs to average loans (annualized)

 

 

0.16

%

 

 

0.24

%

 

 

0.20

%

 

 

0.27

%

Allowance for loan losses to total loans

 

 

1.09

%

 

 

1.17

%

 

 

1.09

%

 

 

1.17

%

Allowance for loan losses to non-performing loans

 

 

300

%

 

 

349

%

 

 

300

%

 

 

349

%

 

The allowance for loan losses represents the estimated amount of probable credit losses inherent in our loan portfolio. We perform periodic, systematic reviews of the loan portfolio to estimate probable losses in the respective loan portfolios. In addition, we regularly evaluate prevailing economic and business conditions, industry concentrations, changes in the size and characteristics of the portfolio and other pertinent factors. The process we use to determine the overall allowance for loan losses is based on this analysis. Based on this analysis, we believe the allowance for loan losses is adequate as of June 30, 2019.

Assessing the adequacy of the allowance for loan losses involves substantial uncertainties and is based upon management’s evaluation of the amounts required to meet estimated charge-offs in the loan portfolio after weighing a variety of factors, including the risk profile of our loan products and customers.

The adequacy of the allowance for loan losses is subject to ongoing management review. While management evaluates currently available information in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution’s allowance for loan losses. Such agencies may require the financial institution to increase the allowance based on their judgments about information available to them at the time of their examination.

Net charge-offs of $1.2 million in the second quarter of 2019 represented 0.16% of average loans on an annualized basis compared to $1.7 million, or 0.24%, in the second quarter of 2018. For the six months ended June 30, 2019, net charge-offs of $3.0 million represented 0.20% of average loans, compared to $3.7 million or 0.27% of average loans for the same period in 2018. The decrease in net charge-offs in the three and six months ended June 30, 2019 is primarily due to improved credit quality of our outstanding loan portfolio. The allowance for loan losses was $34.4 million at June 30, 2019, compared with $33.9 million at December 31, 2018. The ratio of the allowance for loan losses to total loans was 1.09% and 1.10% at June 30, 2019 and December 31, 2018, respectively. The ratio of allowance for loan losses to non-performing loans was 300% at June 30, 2019, compared with 475% at December 31, 2018.

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Non-Performing Assets and Potential Problem Loans

The table below summarizes our non-performing assets at the dates indicated (in thousands).

 

 

 

Non-Performing Assets

 

 

 

June 30,

2019

 

 

December 31,

2018

 

Nonaccrual loans:

 

 

 

 

 

 

 

 

Commercial business

 

$

638

 

 

$

912

 

Commercial mortgage

 

 

6,836

 

 

 

1,586

 

Residential real estate loans

 

 

2,283

 

 

 

2,391

 

Residential real estate lines

 

 

282

 

 

 

255

 

Consumer indirect

 

 

1,399

 

 

 

1,989

 

Other consumer

 

 

20

 

 

 

 

Total nonaccrual loans

 

 

11,458

 

 

 

7,133

 

Accruing loans 90 days or more delinquent

 

 

5

 

 

 

8

 

Total non-performing loans

 

 

11,463

 

 

 

7,141

 

Foreclosed assets

 

 

37

 

 

 

230

 

Total non-performing assets

 

$

11,500

 

 

$

7,371

 

Non-performing loans to total loans

 

 

0.36

%

 

 

0.23

%

Non-performing assets to total assets

 

 

0.27

%

 

 

0.17

%

 

Changes in the level of nonaccrual loans typically represent increases for loans that reach a specified past due status, offset by reductions for loans that are charged-off, paid down, sold, transferred to foreclosed real estate, or are no longer classified as nonaccrual because they have returned to accrual status. Activity in nonaccrual loans for the period was as follows (in thousands):

 

 

 

Three months

ended

June 30, 2019

 

 

Six months

ended

June 30, 2019

 

Nonaccrual loans, beginning of period

 

$

5,802

 

 

$

7,133

 

Additions

 

 

10,693

 

 

 

15,921

 

Payments

 

 

(1,644

)

 

 

(4,125

)

Charge-offs

 

 

(3,019

)

 

 

(6,232

)

Returned to accruing status

 

 

(306

)

 

 

(1,171

)

Transferred to other real estate or repossessed assets

 

 

(68

)

 

 

(68

)

Nonaccrual loans, end of period

 

$

11,458

 

 

$

11,458

 

 

Non-performing assets include non-performing loans and foreclosed assets. Non-performing assets at June 30, 2019 were $11.5 million, an increase of $4.1 million from the $7.4 million balance at December 31, 2018. The increase was primarily the result of the internal downgrade of one commercial credit relationship with an unpaid principal balance of $5.6 million. The primary component of non-performing assets is non-performing loans, which were $11.5 million or 0.36% of total loans at June 30, 2019, compared with $7.1 million or 0.23% of total loans at December 31, 2018.

Approximately $670 thousand, or 6%, of the $11.5 million in non-performing loans as of June 30, 2019 were current with respect to payment of principal and interest but were classified as non-accruing because repayment in full of principal and/or interest was uncertain. Included in nonaccrual loans are troubled debt restructurings (“TDRs”) of $325 thousand and $546 thousand at June 30, 2019 and December 31, 2018, respectively. We had one TDR of $568 thousand that was accruing interest as of June 30, 2019 and one TDR of $580 thousand that was accruing interest as of December 31, 2018.

Foreclosed assets consist of real property formerly pledged as collateral for loans, which we have acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure. Foreclosed asset holdings represented one property totaling $37 thousand at June 30, 2019 and three properties totaling $230 thousand at December 31, 2018.

Potential problem loans are loans that are currently performing, but information known about possible credit problems of the borrowers causes us to have concern as to the ability of such borrowers to comply with the present loan payment terms and may result in disclosure of such loans as nonperforming at some time in the future. These loans remain in a performing status due to a variety of factors, including payment history, the value of collateral supporting the credits, and/or personal or government guarantees. We consider loans classified as substandard, which continue to accrue interest, to be potential problem loans. We identified $12.1 million and $11.9 million in loans that continued to accrue interest which were classified as substandard as of June 30, 2019 and December 31, 2018, respectively.

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

FUNDING ACTIVITIES

Deposits

The following table summarizes the composition of our deposits at the dates indicated (dollars in thousands):

 

 

 

Deposit Composition

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

Amount

 

 

% of

Total

 

 

Amount

 

 

% of

Total

 

Noninterest-bearing demand

 

$

719,150

 

 

 

20.7

%

 

$

755,460

 

 

 

22.4

%

Interest-bearing demand

 

 

677,846

 

 

 

19.5

 

 

 

622,482

 

 

 

18.5

 

Savings and money market

 

 

966,509

 

 

 

27.9

 

 

 

968,897

 

 

 

28.8

 

Time deposits <   $250,000

 

 

894,057

 

 

 

25.7

 

 

 

810,434

 

 

 

24.1

 

Time deposits of   $250,000 or more

 

 

214,427

 

 

 

6.2

 

 

 

209,634

 

 

 

6.2

 

Total deposits

 

$

3,471,989

 

 

 

100.0

%

 

$

3,366,907

 

 

 

100.0

%

 

We offer a variety of deposit products designed to attract and retain customers, with the primary focus on building and expanding long-term relationships. At June 30, 2019, total deposits were $3.47 billion, representing an increase of $105.1 million from December 31, 2018. Time deposits were approximately 32% and 30% of total deposits at June 30, 2019 and December 31, 2018, respectively.

Nonpublic deposits, the largest component of our funding sources, totaled $2.15 billion and $2.16 billion at June 30, 2019 and December 31, 2018, respectively, and represented 62% and 64% of total deposits as of the end of each period, respectively. We have managed this segment of funding through a strategy of competitive pricing that minimizes the number of customer relationships that have only a single service high cost deposit account.

As an additional source of funding, we offer a variety of public (municipal) deposit products to the towns, villages, counties and school districts within our market. Public deposits generally range from 20% to 30% of our total deposits. There is a high degree of seasonality in this component of funding, because the level of deposits varies with the seasonal cash flows for these public customers. We maintain the necessary levels of short-term liquid assets to accommodate the seasonality associated with public deposits. Total public deposits were $889.7 million and $832.1 million at June 30, 2019 and December 31, 2018, respectively, and represented 26% and 25% of total deposits as of the end of each period, respectively. The increase in public deposits during 2019 was due largely to successful business development efforts.

We also participate in CDARS and ICS programs, which enable depositors to receive FDIC insurance coverage for deposits otherwise exceeding the maximum insurable amount. Through these programs, deposits in excess of the maximum insurable amount are placed with multiple participating financial institutions. Prior to the Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”) enacted on May 14, 2018, all CDARS and ICS deposits were considered brokered deposits for regulatory reporting purposes. With the enactment of EGRRCPA, reciprocal CDARS and ICS deposits, subject to certain restrictions, are no longer required to be reported as brokered deposits.  CDARS deposits and ICS deposits, the majority of which were reciprocal, totaled $304.2 million and $128.4 million, respectively, at June 30, 2019, compared to $224.9 million and $149.6 million, respectively, at December 31, 2018, and collectively represented 12% and 11% of total deposits as of the end of each period, respectively.

Borrowings

The Company classifies borrowings as short-term or long-term in accordance with the original terms of the applicable agreement. Outstanding borrowings consisted of the following as of the dates indicated (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Short-term borrowings - FHLB

 

$

299,500

 

 

$

405,500

 

Short-term borrowings - Other

 

 

9,000

 

 

 

64,000

 

Long-term borrowings - Subordinated notes, net

 

 

39,237

 

 

 

39,202

 

Total borrowings

 

$

347,737

 

 

$

508,702

 

 


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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Short-term Borrowings

Short-term Federal Home Loan Bank (“FHLB”) borrowings have original maturities of less than one year and include overnight borrowings which we typically utilize to address short term funding needs as they arise. Short-term FHLB borrowings at June 30, 2019 consisted of $112.0 million in overnight borrowings and $187.5 million in short-term borrowings. The maximum amount of short-term FHLB borrowings outstanding at any month-end during the six months ended June 30, 2019 was $380.3 million. Short-term FHLB borrowings at December 31, 2018 consisted of $200.0 million in overnight borrowings and $205.5 million in short-term borrowings.

We have credit capacity with the FHLB and can borrow through facilities that include amortizing and term advances or repurchase agreements. We had approximately $59.9 million of immediate credit capacity with the FHLB as of June 30, 2019. We had approximately $670.7 million in secured borrowing capacity at the Federal Reserve Bank (“FRB”) discount window, none of which was outstanding at June 30, 2019. The FHLB and FRB credit capacity are collateralized by securities from our investment portfolio and certain qualifying loans. We had approximately $145.0 million of credit available under unsecured federal funds purchased lines with various banks as of June 30, 2019 and December 31, 2018, with $9.0 million and $64.0 million outstanding, respectively. Additionally, we had approximately $91.2 million of unencumbered liquid securities available for pledging.

The Parent has a revolving line of credit with a commercial bank allowing borrowings up to $20.0 million in total as an additional source of working capital. At June 30, 2019, no amounts have been drawn on the line of credit.

Long-term Borrowings

On April 15, 2015, we issued $40.0 million of Subordinated Notes in a registered public offering. The Subordinated Notes bear interest at a fixed rate of 6.0% per year, payable semi-annually, for the first 10 years. From April 15, 2025 to the April 15, 2030 maturity date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month London Interbank Offered Rate (LIBOR) plus 3.944%, payable quarterly. The Subordinated Notes are redeemable by us at any quarterly interest payment date beginning on April 15, 2025 to maturity at par, plus accrued and unpaid interest. Proceeds, net of debt issuance costs of $1.1 million, were $38.9 million. The Subordinated Notes qualify as Tier 2 capital for regulatory purposes.

LIQUIDITY AND CAPITAL MANAGEMENT

Liquidity

The objective of maintaining adequate liquidity is to assure that we meet our financial obligations. These obligations include the withdrawal of deposits on demand or at their contractual maturity, the repayment of matured borrowings, the ability to fund new and existing loan commitments and the ability to take advantage of new business opportunities. We achieve liquidity by maintaining a strong base of both core customer funds and maturing short-term assets; we also rely on our ability to sell or pledge securities and lines-of-credit and our overall ability to access to the financial and capital markets.

Liquidity for the Bank is managed through the monitoring of anticipated changes in loans, the investment portfolio, deposits and wholesale funds. The strength of the Bank’s liquidity position is a result of its base of core customer deposits. These core deposits are supplemented by wholesale funding sources that include credit lines with other banking institutions, the FHLB and the FRB. The primary source of our non-deposit borrowings is FHLB advances, of which we had $299.5 million outstanding at June 30, 2019. In addition to this amount, we have additional collateralized wholesale borrowing capacity of approximately $730.7 million from various funding sources which include the FHLB, the FRB, and commercial banks that we can use to fund lending activities, liquidity needs, and/or to adjust and manage our asset and liability position.

The Parent’s funding requirements consist primarily of dividends to shareholders, debt service, income taxes, operating expenses, funding of non-bank subsidiaries, repurchases of our stock, and acquisitions. The Parent obtains funding to meet obligations from dividends received from the Bank, net taxes collected from subsidiaries included in the federal consolidated tax return, and the issuance of debt and equity securities. In addition, the Parent maintains a revolving line of credit with a commercial bank for an aggregate amount of up to $20.0 million, all of which was available at June 30, 2019. The line of credit has a one-year term and matures in May 2019. Funds drawn would be used for general corporate purposes and backup liquidity.

Cash and cash equivalents were $109.0 million as of June 30, 2019, up $6.2 million from $102.8 million as of December 31, 2018. Net cash provided by operating activities totaled $29.1 million and the principal source of operating activity cash flow was net income adjusted for noncash income and expense items. Net cash provided by investing activities totaled $41.7 million, which included inflows of $111.0 million from net investment securities transactions and $21.1 million from the sale of indirect loans, and was partially offset by outflows of $89.0 million for net loan originations. Net cash used in financing activities of $64.6 million was attributed to a $161.0 million decrease in short-term borrowings and by $8.5 million in dividend payments, partially offset by a $105.1 million increase in deposits.

 


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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Capital Management

We actively manage capital, commensurate with our risk profile, to enhance shareholder value. We also seek to maintain capital levels for the Company and the Bank at amounts in excess of the regulatory “well-capitalized” thresholds. Periodically, we may respond to market conditions by implementing changes to our overall balance sheet positioning to manage our capital position.

Banks and financial holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material impact on our consolidated financial statements. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.

Shareholders’ equity was $422.4 million at June 30, 2019, an increase of $26.1 million from $396.3 million at December 31, 2018. Net income for the six months ended June 30, 2019 increased shareholders’ equity by $22.9 million, which was partially offset by common and preferred stock dividends declared of $8.7 million. Accumulated other comprehensive loss included in shareholders’ equity decreased $8.1 million during the first six months of 2019 due primarily to lower net unrealized losses on securities available for sale, partially offset by a reclassification of certain income tax effects to retained earnings.

The FRB and FDIC have adopted a system using risk-based capital guidelines to evaluate the capital adequacy of banks and bank holding companies. The final rules implementing the Basel Committee on Banking Supervision’s (“BCBS”) capital guidelines for U.S. banks became effective for the Company on January 1, 2015 and was fully phased-in on January 1, 2019. As of June 30, 2019, the Company’s capital levels remained characterized as “well-capitalized” under the new rules.

The following table reflects the ratios and their components (dollars in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Common shareholders’ equity

 

$

405,026

 

 

$

378,965

 

Less: Goodwill and other intangible assets

 

 

72,648

 

 

 

73,291

 

Net unrealized gain (loss) on investment securities (1)

 

 

2,292

 

 

 

(7,769

)

Hedging derivative instruments

 

 

(636

)

 

 

(276

)

Net periodic pension and postretirement benefits plan adjustments

 

 

(14,816

)

 

 

(13,236

)

Other

 

 

 

 

 

 

Common Equity Tier 1 (“CET1”) Capital

 

 

345,538

 

 

 

326,955

 

Plus: Preferred stock

 

 

17,328

 

 

 

17,328

 

Less: Other

 

 

 

 

 

 

Tier 1 Capital

 

 

362,866

 

 

 

344,283

 

Plus: Qualifying allowance for loan losses

 

 

34,434

 

 

 

33,914

 

Subordinated Notes

 

 

39,237

 

 

 

39,202

 

Total regulatory capital

 

$

436,537

 

 

$

417,399

 

Adjusted average total assets (for leverage capital purposes)

 

$

4,243,093

 

 

$

4,218,972

 

Total risk-weighted assets

 

$

3,473,015

 

 

$

3,371,541

 

Regulatory Capital Ratios

 

 

 

 

 

 

 

 

Tier 1 Leverage (Tier 1 capital to adjusted average assets)

 

 

8.55

%

 

 

8.16

%

CET1 Capital (CET1 capital to total risk-weighted assets)

 

 

9.95

 

 

 

9.70

 

Tier 1 Capital (Tier 1 capital to total risk-weighted assets)

 

 

10.45

 

 

 

10.21

 

Total Risk-Based Capital (Total regulatory capital to total risk-weighted assets)

 

 

12.57

 

 

 

12.38

 

 

(1)

Includes unrealized gains and losses related to the Company’s reclassification of available for sale investment securities to the held to maturity category.

 


- 55 -


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

BCBS Capital Rules

The BCBS Capital Rules include a new common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%, increase the minimum Tier 1 capital to risk-weighted assets ratio from 4.0% to 6.0%, require a minimum total capital to risk-weighted assets ratio of 8.0%, and require a minimum Tier 1 leverage ratio of 4.0%. A new capital conservation buffer is also established above the regulatory minimum capital requirements, effectively increasing the minimum required risk-weighted asset ratios. This capital conservation buffer was phased-in as of January 1, 2016 at 0.625% of risk-weighted assets and has increased each subsequent year by an additional 0.625% until reaching its final level of 2.5% on January 1, 2019. Banking institutions with a capital conservation buffer below the minimum level will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The BCBS Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to the Company or the Bank. Strict eligibility criteria for regulatory capital instruments were also implemented under the final rules. The final rules also revised the definition and calculation of Tier 1 capital, total capital, and risk-weighted assets.

The following table presents actual and required capital ratios as of June 30, 2019 and December 31, 2018 for the Company and the Bank under the BCBS Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of those dates based on the phase-in provisions of the BCBS Capital Rules and the minimum required capital levels as of January 1, 2019 when the BCBS Capital Rules have been fully phased-in. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the BCBS Capital Rules (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Minimum Capital

 

 

Minimum Capital

 

 

Required to be

 

 

 

 

 

 

 

 

 

 

 

Required – Basel III

 

 

Required – Basel III

 

 

Considered Well

 

 

 

Actual

 

 

Phase-in Schedule

 

 

Fully Phased-in

 

 

Capitalized

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 leverage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

362,866

 

 

 

8.55

%

 

$

169,724

 

 

 

4.00

%

 

$

169,724

 

 

 

4.00

%

 

$

212,155

 

 

 

5.00

%

Bank

 

 

390,366

 

 

 

9.22

 

 

 

169,368

 

 

 

4.00

 

 

 

169,368

 

 

 

4.00

 

 

 

211,710

 

 

 

5.00

 

CET1 capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

345,537

 

 

 

9.95

 

 

 

243,111

 

 

 

7.00

 

 

 

243,111

 

 

 

7.00

 

 

 

225,746

 

 

 

6.50

 

Bank

 

 

390,366

 

 

 

11.27

 

 

 

242,521

 

 

 

7.00

 

 

 

242,521

 

 

 

7.00

 

 

 

225,198

 

 

 

6.50

 

Tier 1 capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

362,866

 

 

 

10.45

 

 

 

295,206

 

 

 

8.50

 

 

 

295,206

 

 

 

8.50

 

 

 

277,841

 

 

 

8.00

 

Bank

 

 

390,366

 

 

 

11.27

 

 

 

294,490

 

 

 

8.50

 

 

 

294,490

 

 

 

8.50

 

 

 

277,167

 

 

 

8.00

 

Total capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

436,537

 

 

 

12.57

 

 

 

364,667

 

 

 

10.50

 

 

 

364,667

 

 

 

10.50

 

 

 

347,301

 

 

 

10.00

 

Bank

 

 

424,800

 

 

 

12.26

 

 

 

363,782

 

 

 

10.50

 

 

 

363,782

 

 

 

10.50

 

 

 

346,459

 

 

 

10.00

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 leverage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

344,283

 

 

 

8.16

%

 

$

168,759

 

 

 

4.00

%

 

$

168,759

 

 

 

4.00

%

 

$

210,949

 

 

 

5.00

%

Bank

 

 

372,939

 

 

 

8.86

 

 

 

168,335

 

 

 

4.00

 

 

 

168,335

 

 

 

4.00

 

 

 

210,419

 

 

 

5.00

 

CET1 capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

326,955

 

 

 

9.70

 

 

 

214,936

 

 

 

6.38

 

 

 

236,008

 

 

 

7.00

 

 

 

219,150

 

 

 

6.50

 

Bank

 

 

372,939

 

 

 

11.09

 

 

 

214,286

 

 

 

6.38

 

 

 

235,294

 

 

 

7.00

 

 

 

218,488

 

 

 

6.50

 

Tier 1 capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

344,283

 

 

 

10.21

 

 

 

265,509

 

 

 

7.88

 

 

 

286,581

 

 

 

8.50

 

 

 

269,723

 

 

 

8.00

 

Bank

 

 

372,939

 

 

 

11.09

 

 

 

264,706

 

 

 

7.88

 

 

 

285,715

 

 

 

8.50

 

 

 

268,908

 

 

 

8.00

 

Total capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

417,399

 

 

 

12.38

 

 

 

332,940

 

 

 

9.88

 

 

 

354,012

 

 

 

10.50

 

 

 

337,154

 

 

 

10.00

 

Bank

 

 

406,853

 

 

 

12.10

 

 

 

331,933

 

 

 

9.88

 

 

 

352,942

 

 

 

10.50

 

 

 

336,135

 

 

 

10.00

 

 

Dividend Restrictions

In the ordinary course of business, the Company is dependent upon dividends from the Bank to provide funds for the payment of dividends to shareholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year combined with the retained net profits for the preceding two years.

 

 

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Table of Contents

 

ITEM 3.      Quantitative and Qualitative Disclosures About Market Risk

Market risk refers to the potential impact on earnings or capital arising from movements in interest rates. The Bank’s market risk management framework has been developed to control both short-term and long-term exposure within Board approved policy limits and is monitored by the Asset-Liability Management Committee and Board of Directors. Quantitative and qualitative disclosures about market risk were presented at December 31, 2018 in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission on March 8, 2019. The following is an update of the discussion provided therein.

Portfolio Composition

There was no material change in the composition of assets, deposit liabilities or borrowings from December 31, 2018 to June 30, 2019. See the section titled “Analysis of Financial Condition” in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of asset, deposit and borrowing activity during the period.

Net Interest Income at Risk

A primary tool used to manage interest rate risk is “rate shock” simulation to measure the rate sensitivity. Rate shock simulation is a modeling technique used to estimate the impact of changes in rates on net interest income as well as economic value of equity.

Net interest income at risk is measured by estimating the changes in net interest income resulting from instantaneous and sustained parallel shifts in interest rates of different magnitudes over a period of 12 months. The following table sets forth the estimated changes to net interest income over the 12-month period ending June 30, 2020 assuming instantaneous changes in interest rates for the given rate shock scenarios (dollars in thousands):

 

 

 

Changes in Interest Rate

 

 

 

-200 bp

 

 

-100 bp

 

 

+100 bp

 

 

+200 bp

 

Estimated change in net interest income

 

$

(4,095

)

 

$

(917

)

 

$

(1,536

)

 

$

(2,923

)

% Change

 

 

(3.07

)%

 

 

(0.69

)%

 

 

(1.15

)%

 

 

(2.19

)%

 

In the rising rate environments, the model results indicate decreases in net interest income compared to the flat rate scenario over a one-year timeframe. This is a result of assumed short term deposit and borrowing costs increasing faster than anticipated repricing of assets. However, as intermediate and longer-term assets continue to mature and are replaced at higher yields, net interest income improves over longer term timeframes. Model results in the declining rate environments also indicate decreases in net interest income as assets are repricing downward at a greater magnitude than liabilities over the one-year timeframe.

In addition to the changes in interest rate scenarios listed above, other scenarios are typically modeled to measure interest rate risk. These scenarios vary depending on the economic and interest rate environment.

The simulation referenced above is based on our assumption as to the effect of interest rate changes on assets and liabilities and assumes a parallel shift of the yield curve. It also includes certain assumptions about the future pricing of loans and deposits in response to changes in interest rates. Further, it assumes that delinquency rates would not change as a result of changes in interest rates, although there can be no assurance that this will be the case. While this simulation is a useful measure as to net interest income at risk due to a change in interest rates, it is not a forecast of future results, does not measure the effect of changing interest rates on noninterest income and is based on many assumptions that, if changed, could cause a different outcome.

Economic Value of Equity At Risk

The economic (or “fair”) value of financial instruments on our balance sheet will also vary under the interest rate scenarios previously discussed. This variance is measured by simulating changes in our economic value of equity (“EVE”), which is calculated by subtracting the estimated fair value of liabilities from the estimated fair value of assets. Fair values for financial instruments are estimated by discounting projected cash flows (principal and interest) at current replacement rates for each account type, while fair values of non-financial assets and liabilities are assumed to equal book value and do not vary with interest rate fluctuations. An economic value simulation is a static measure for balance sheet accounts at a given point in time, but this measurement can change substantially over time as the characteristics of our balance sheet evolve and as interest rate and yield curve assumptions are updated.

The amount of change in economic value under different interest rate scenarios depends on the characteristics of each class of financial instrument, including the stated interest rate or spread relative to current market rates or spreads, the likelihood of prepayment, whether the rate is fixed or floating, and the maturity date of the instrument. As a general rule, fixed-rate financial assets become more valuable in declining rate scenarios and less valuable in rising rate scenarios, while fixed-rate financial liabilities gain in value as interest rates rise and lose value as interest rates decline. The longer the duration of the financial instrument, the greater the impact a rate change will have on its value. In our economic value simulations, estimated prepayments are factored in for financial instruments with stated maturity dates, and decay rates for non-maturity deposits are projected based on historical data (back-testing).


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Table of Contents

 

The analysis that follows presents the estimated EVE resulting from market interest rates prevailing at a given quarter-end (“Pre-Shock Scenario”), and under other interest rate scenarios (each a “Rate Shock Scenario”) represented by immediate, permanent, parallel shifts in interest rates from those observed at June 30, 2019 and December 31, 2018 (dollars in thousands). The analysis additionally presents a measurement of the interest rate sensitivity at June 30, 2019 and December 31, 2018. EVE amounts are computed under each respective Pre-Shock Scenario and Rate Shock Scenario. An increase in the EVE amount is considered favorable, while a decline is considered unfavorable. The following table sets forth the estimated changes to EVE assuming instantaneous changes in interest rates for the given rate shock scenarios (dollars in thousands):

 

 

 

June 30, 2019

 

 

December 31, 2018

 

Rate Shock Scenario:

 

EVE

 

 

Change

 

 

Percentage

Change

 

 

EVE

 

 

Change

 

 

Percentage

Change

 

Pre-Shock Scenario

 

$

632,575

 

 

 

 

 

 

 

 

 

 

$

557,468

 

 

 

 

 

 

 

 

 

- 200 Basis Points

 

 

636,184

 

 

$

3,609

 

 

 

0.57

%

 

 

599,223

 

 

$

41,755

 

 

 

7.49

%

- 100 Basis Points

 

 

645,135

 

 

 

12,560

 

 

 

1.99

 

 

 

568,602

 

 

 

11,134

 

 

 

2.00

 

+ 100 Basis Points

 

 

603,091

 

 

 

(29,484

)

 

 

(4.66

)

 

 

523,577

 

 

 

(33,891

)

 

 

(6.08

)

+ 200 Basis Points

 

 

563,514

 

 

 

(69,061

)

 

 

(10.92

)

 

 

485,798

 

 

 

(71,670

)

 

 

(12.86

)

 

The increase in the Pre-Shock Scenario EVE at June 30, 2019 compared to December 31, 2018 resulted primarily from a more favorable valuation of non-maturity deposits and certain fixed rate assets that reflected alternative funding rate changes used for discounting future cash flows. The increase in the +200 basis point Rate Shock Scenario EVE also reflects this more favorable valuation of non-maturity deposits and certain fixed rate assets.

ITEM 4.      Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2019, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b), as adopted by the SEC under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Table of Contents

 

PART II. OTHER INFORMATION

ITEM 1.        Legal Proceedings

The Company has experienced no material developments in its legal proceedings from the disclosure included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on March 8, 2019.

ITEM 2.        Unregistered Sales of Equity Securities and Use of Proceeds.

On April 26, 2019, the Company issued 43,378 shares of its common stock (the “Earn-out Shares”) at a fair value price of $26.53 per share in satisfaction of a partial earn-out payment obligation to the former equity owners of Courier Capital as partial consideration for the merger of Courier Capital into a wholly owned subsidiary of the Company. The issuance of the Earn-out Shares was completed in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, as the issuance did not involve a public offering.  

ITEM 6.      Exhibits

(a)

The following is a list of all exhibits filed or incorporated by reference as part of this Report:

 

Exhibit

Number

  

Description

 

Location

 

 

 

3.1

 

Amended and Restated Bylaws of Financial Institutions, Inc., as adopted on June 19, 2019

 

Incorporated by reference to Exhibit 3.1 of the Form 8-K dated June 25, 2019

 

 

 

 

 

31.1

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Executive Officer

 

Filed Herewith

 

 

 

31.2

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Financial Officer

 

Filed Herewith

 

 

 

32

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed Herewith

 

 

 

101.INS

 

XBRL Instance Document

 

 

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

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Table of Contents

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FINANCIAL INSTITUTIONS, INC.

 

 

/s/ Martin K. Birmingham

 

, August 7, 2019

Martin K. Birmingham

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

/s/ Justin K. Bigham

 

, August 7, 2019

Justin K. Bigham

 

 

Executive Vice President, Chief Financial Officer and Treasurer

 

 

(Principal Financial Officer)

 

 

 

 

/s/ Sonia M. Dumbleton

 

, August 7, 2019

Sonia M. Dumbleton

 

 

Senior Vice President, Controller

 

 

(Principal Accounting Officer)

 

 

 

 

- 60 -