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FINANCIAL INSTITUTIONS INC - Quarter Report: 2022 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, 2022

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

 

 

Financial Institutions, Inc.

(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 15,334,091 shares of Common Stock, $0.01 par value, outstanding as of July 29, 2022.

 


Table of Contents

 

FINANCIAL INSTITUTIONS, INC.

Form 10-Q

For the Quarterly Period Ended June 30, 2022

TABLE OF CONTENTS

 

 

 

PAGE

PART I.

 

FINANCIAL INFORMATION

 

 

 

 

 

 

 

ITEM 1.

 

Financial Statements

 

 

 

 

 

 

 

 

 

Consolidated Statements of Financial Condition (Unaudited) - at June 30, 2022 and December 31, 2021

 

3

 

 

 

 

 

 

 

Consolidated Statements of Income (Unaudited) - Three and six months ended June 30, 2022 and 2021

 

4

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - Three and six months ended June 30, 2022 and 2021

 

5

 

 

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - Three and six months ended June 30, 2022 and 2021

 

6

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows (Unaudited) - Six months ended June 30, 2022 and 2021

 

8

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

9

 

 

 

 

 

ITEM 2.

 

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

 

44

 

 

 

 

 

ITEM 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

68

 

 

 

 

 

ITEM 4.

 

Controls and Procedures

 

69

 

 

 

 

 

PART II.

 

OTHER INFORMATION

 

 

 

 

 

 

 

ITEM 1.

 

Legal Proceedings

 

70

 

 

 

 

 

ITEM 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

70

 

 

 

 

 

ITEM 6.

 

Exhibits

 

71

 

 

 

 

 

 

 

Signatures

 

72

 

 

 

 

 

 

 

 

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,
2022

 

 

December 31,
2021

 

ASSETS

 

 

 

 

 

 

Cash and due from banks

 

$

109,705

 

 

$

79,112

 

Securities available for sale, at fair value

 

 

1,057,018

 

 

 

1,178,515

 

Securities held to maturity, at amortized cost (net of allowance for credit losses of $5 in each period) (fair value of $195,451 and $209,820, respectively)

 

 

204,933

 

 

 

205,581

 

Loans held for sale

 

 

4,265

 

 

 

6,202

 

Loans (net of allowance for credit losses of $42,452 and $39,676, respectively)

 

 

3,721,566

 

 

 

3,639,760

 

Company owned life insurance

 

 

135,611

 

 

 

123,898

 

Premises and equipment, net

 

 

40,461

 

 

 

40,111

 

Goodwill and other intangible assets, net

 

 

73,897

 

 

 

74,400

 

Other assets

 

 

220,742

 

 

 

173,200

 

Total assets

 

$

5,568,198

 

 

$

5,520,779

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

Noninterest-bearing demand

 

$

1,114,460

 

 

$

1,107,561

 

Interest-bearing demand

 

 

877,661

 

 

 

864,528

 

Savings and money market

 

 

1,845,186

 

 

 

1,933,047

 

Time deposits

 

 

983,209

 

 

 

921,954

 

Total deposits

 

 

4,820,516

 

 

 

4,827,090

 

Short-term borrowings

 

 

109,000

 

 

 

30,000

 

Long-term borrowings, net of issuance costs of $933 and $1,089, respectively

 

 

74,067

 

 

 

73,911

 

Other liabilities

 

 

138,814

 

 

 

84,636

 

Total liabilities

 

 

5,142,397

 

 

 

5,015,637

 

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;
 
171,486 shares issued

 

 

17,149

 

 

 

17,149

 

Total preferred equity

 

 

17,292

 

 

 

17,292

 

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

 

 

161

 

 

 

161

 

Additional paid-in capital

 

 

125,568

 

 

 

126,105

 

Retained earnings

 

 

405,019

 

 

 

384,007

 

Accumulated other comprehensive loss

 

 

(99,725

)

 

 

(13,207

)

Treasury stock, at cost – 765,465 and 354,103 shares, respectively

 

 

(22,514

)

 

 

(9,216

)

Total shareholders’ equity

 

 

425,801

 

 

 

505,142

 

Total liabilities and shareholders’ equity

 

$

5,568,198

 

 

$

5,520,779

 

 

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,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

38,872

 

 

$

36,393

 

 

$

75,170

 

 

$

73,452

 

Interest and dividends on investment securities

 

 

6,294

 

 

 

4,498

 

 

 

12,330

 

 

 

8,685

 

Other interest income

 

 

110

 

 

 

61

 

 

 

127

 

 

 

88

 

Total interest income

 

 

45,276

 

 

 

40,952

 

 

 

87,627

 

 

 

82,225

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

2,366

 

 

 

2,165

 

 

 

4,071

 

 

 

4,400

 

Short-term borrowings

 

 

252

 

 

 

 

 

 

280

 

 

 

119

 

Long-term borrowings

 

 

1,061

 

 

 

1,055

 

 

 

2,121

 

 

 

2,117

 

Total interest expense

 

 

3,679

 

 

 

3,220

 

 

 

6,472

 

 

 

6,636

 

Net interest income

 

 

41,597

 

 

 

37,732

 

 

 

81,155

 

 

 

75,589

 

Provision (benefit) for credit losses

 

 

563

 

 

 

(4,622

)

 

 

2,882

 

 

 

(6,603

)

Net interest income after provision (benefit) for credit losses

 

 

41,034

 

 

 

42,354

 

 

 

78,273

 

 

 

82,192

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposits

 

 

1,437

 

 

 

1,287

 

 

 

2,806

 

 

 

2,579

 

Insurance income

 

 

1,234

 

 

 

1,147

 

 

 

3,331

 

 

 

2,543

 

Card interchange income

 

 

2,103

 

 

 

2,194

 

 

 

4,055

 

 

 

4,152

 

Investment advisory

 

 

2,906

 

 

 

2,886

 

 

 

5,947

 

 

 

5,658

 

Company owned life insurance

 

 

869

 

 

 

693

 

 

 

1,702

 

 

 

1,350

 

Investments in limited partnerships

 

 

242

 

 

 

238

 

 

 

1,037

 

 

 

1,093

 

Loan servicing

 

 

135

 

 

 

91

 

 

 

244

 

 

 

188

 

Income (loss) from derivative instruments, net

 

 

645

 

 

 

(592

)

 

 

1,164

 

 

 

1,283

 

Net gain on sale of loans held for sale

 

 

828

 

 

 

790

 

 

 

737

 

 

 

1,868

 

Net (loss) gain on investment securities

 

 

(15

)

 

 

(3

)

 

 

(15

)

 

 

71

 

Net gain on other assets

 

 

7

 

 

 

153

 

 

 

7

 

 

 

148

 

Net (loss) gain on tax credit investments

 

 

(92

)

 

 

276

 

 

 

(319

)

 

 

191

 

Other

 

 

1,061

 

 

 

1,030

 

 

 

1,986

 

 

 

2,025

 

Total noninterest income

 

 

11,360

 

 

 

10,190

 

 

 

22,682

 

 

 

23,149

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

16,966

 

 

 

14,519

 

 

 

33,582

 

 

 

28,984

 

Occupancy and equipment

 

 

4,015

 

 

 

3,286

 

 

 

7,771

 

 

 

6,668

 

Professional services

 

 

1,269

 

 

 

1,603

 

 

 

2,925

 

 

 

3,498

 

Computer and data processing

 

 

4,573

 

 

 

3,460

 

 

 

8,552

 

 

 

6,581

 

Supplies and postage

 

 

469

 

 

 

430

 

 

 

1,010

 

 

 

914

 

FDIC assessments

 

 

621

 

 

 

480

 

 

 

1,134

 

 

 

1,245

 

Advertising and promotions

 

 

406

 

 

 

436

 

 

 

786

 

 

 

760

 

Amortization of intangibles

 

 

249

 

 

 

266

 

 

 

503

 

 

 

537

 

Restructuring charges

 

 

1,269

 

 

 

 

 

 

1,269

 

 

 

 

Other

 

 

3,050

 

 

 

2,464

 

 

 

5,490

 

 

 

4,497

 

Total noninterest expense

 

 

32,887

 

 

 

26,944

 

 

 

63,022

 

 

 

53,684

 

Income before income taxes

 

 

19,507

 

 

 

25,600

 

 

 

37,933

 

 

 

51,657

 

Income tax expense

 

 

3,859

 

 

 

5,400

 

 

 

7,302

 

 

 

10,747

 

Net income

 

$

15,648

 

 

$

20,200

 

 

$

30,631

 

 

$

40,910

 

Preferred stock dividends

 

 

365

 

 

 

366

 

 

 

729

 

 

 

731

 

Net income available to common shareholders

 

$

15,283

 

 

$

19,834

 

 

$

29,902

 

 

$

40,179

 

Earnings per common share (Note 4):

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.00

 

 

$

1.25

 

 

$

1.94

 

 

$

2.53

 

Diluted

 

$

0.99

 

 

$

1.25

 

 

$

1.93

 

 

$

2.52

 

Cash dividends declared per common share

 

$

0.29

 

 

$

0.27

 

 

$

0.58

 

 

$

0.54

 

 

See accompanying notes to the consolidated financial statements.

 

4


Table of Contents

 

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive (Loss) Income (Unaudited)

 

(Dollars in thousands)

 

Three months ended
June 30,

 

 

Six months ended
June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net income

 

$

15,648

 

 

$

20,200

 

 

$

30,631

 

 

$

40,910

 

Other comprehensive (loss) income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale and transferred securities

 

 

(33,415

)

 

 

5,002

 

 

 

(89,188

)

 

 

(9,400

)

Hedging derivative instruments

 

 

737

 

 

 

(501

)

 

 

2,575

 

 

 

1,063

 

Pension and post-retirement obligations

 

 

47

 

 

 

137

 

 

 

95

 

 

 

275

 

Total other comprehensive (loss) income, net of tax

 

 

(32,631

)

 

 

4,638

 

 

 

(86,518

)

 

 

(8,062

)

Comprehensive (loss) income

 

$

(16,983

)

 

$

24,838

 

 

$

(55,887

)

 

$

32,848

 

 

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, 2022 and 2021

 

(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, 2021

 

$

17,292

 

 

$

161

 

 

$

126,105

 

 

$

384,007

 

 

$

(13,207

)

 

$

(9,216

)

 

$

505,142

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

14,983

 

 

 

 

 

 

 

 

 

14,983

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(53,887

)

 

 

 

 

 

(53,887

)

Purchases of common stock for treasury

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,026

)

 

 

(15,026

)

Share-based compensation plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

443

 

 

 

 

 

 

 

 

 

 

 

 

443

 

Restricted stock units released

 

 

 

 

 

 

 

 

(667

)

 

 

 

 

 

 

 

 

667

 

 

 

 

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-$0.29 per share

 

 

 

 

 

 

 

 

 

 

 

(4,444

)

 

 

 

 

 

 

 

 

(4,444

)

Balance at March 31, 2022

 

$

17,292

 

 

$

161

 

 

$

125,881

 

 

$

394,181

 

 

$

(67,094

)

 

$

(23,575

)

 

$

446,846

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

15,648

 

 

 

 

 

 

 

 

 

15,648

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(32,631

)

 

 

 

 

 

(32,631

)

Purchases of common stock for treasury

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(301

)

 

 

(301

)

Share-based compensation plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

947

 

 

 

 

 

 

 

 

 

 

 

 

947

 

Restricted stock units released

 

 

 

 

 

 

 

 

(917

)

 

 

 

 

 

 

 

 

917

 

 

 

 

Restricted stock awards issued

 

 

 

 

 

 

 

 

(332

)

 

 

 

 

 

 

 

 

332

 

 

 

 

Stock awards

 

 

 

 

 

 

 

 

(11

)

 

 

 

 

 

 

 

 

113

 

 

 

102

 

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A 3% Preferred-$0.75 per share

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

Series B-1 8.48% Preferred-$2.12 per
   share

 

 

 

 

 

 

 

 

 

 

 

(363

)

 

 

 

 

 

 

 

 

(363

)

Common-$0.29 per share

 

 

 

 

 

 

 

 

 

 

 

(4,446

)

 

 

 

 

 

 

 

 

(4,446

)

Balance at June 30, 2022

 

$

17,292

 

 

$

161

 

 

$

125,568

 

 

$

405,019

 

 

$

(99,725

)

 

$

(22,514

)

 

$

425,801

 

 

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, 2022 and 2021

 

(Dollars in thousands, except per share data)

 

Preferred
Equity

 

 

Common
Stock

 

 

Additional
Paid-in
Capital

 

 

Retained
Earnings

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Treasury
Stock

 

 

Total
Shareholders’
Equity

 

Balance at December 31, 2020

 

$

17,328

 

 

$

161

 

 

$

125,118

 

 

$

324,850

 

 

$

2,128

 

 

$

(1,222

)

 

$

468,363

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

20,710

 

 

 

 

 

 

 

 

 

20,710

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,700

)

 

 

 

 

 

(12,700

)

Common stock issued

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

298

 

 

 

301

 

Purchases of common stock for treasury

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,963

)

 

 

(5,963

)

Purchases of 8.48% preferred stock

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6

)

Share-based compensation plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

216

 

 

 

 

 

 

 

 

 

 

 

 

216

 

Restricted stock units released

 

 

 

 

 

 

 

 

(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-$0.27 per share

 

 

 

 

 

 

 

 

 

 

 

(4,272

)

 

 

 

 

 

 

 

 

(4,272

)

Balance at March 31, 2021

 

$

17,322

 

 

$

161

 

 

$

124,891

 

 

$

340,923

 

 

$

(10,572

)

 

$

(6,441

)

 

$

466,284

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

20,200

 

 

 

 

 

 

 

 

 

20,200

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,638

 

 

 

 

 

 

4,638

 

Purchases of common stock for treasury

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

Purchases of 8.48% preferred stock

 

 

(30

)

 

 

 

 

 

(7

)

 

 

 

 

 

 

 

 

 

 

 

(37

)

Share-based compensation plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

 

 

 

562

 

 

 

 

 

 

 

 

 

 

 

 

562

 

Restricted stock awards issued

 

 

 

 

 

 

 

 

(223

)

 

 

 

 

 

 

 

 

223

 

 

 

 

Stock awards

 

 

 

 

 

 

 

 

30

 

 

 

 

 

 

 

 

 

88

 

 

 

118

 

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-$0.27 per share

 

 

 

 

 

 

 

 

 

 

 

(4,272

)

 

 

 

 

 

 

 

 

(4,272

)

Balance at June 30, 2021

 

$

17,292

 

 

$

161

 

 

$

125,253

 

 

$

356,485

 

 

$

(5,934

)

 

$

(6,131

)

 

$

487,126

 

 

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,

 

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

30,631

 

 

$

40,910

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

4,218

 

 

 

3,931

 

Net amortization of premiums on securities

 

 

2,736

 

 

 

2,452

 

Provision (benefit) for credit losses

 

 

2,882

 

 

 

(6,603

)

Share-based compensation

 

 

1,390

 

 

 

778

 

Deferred income tax expense

 

 

(646

)

 

 

2,333

 

Proceeds from sale of loans held for sale

 

 

18,768

 

 

 

42,767

 

Originations of loans held for sale

 

 

(16,094

)

 

 

(40,523

)

Income on company owned life insurance

 

 

(1,702

)

 

 

(1,350

)

Net gain on sale of loans held for sale

 

 

(737

)

 

 

(1,868

)

Net loss (gain) on investment securities

 

 

15

 

 

 

(71

)

Net gain on other assets

 

 

(7

)

 

 

(148

)

Noncash restructuring charges against assets

 

 

1,269

 

 

 

11

 

(Increase) decrease in other assets

 

 

(14,393

)

 

 

2,950

 

Increase (decrease) in other liabilities

 

 

53,454

 

 

 

(14,620

)

Net cash provided by operating activities

 

 

81,784

 

 

 

30,949

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of available for sale securities

 

 

(75,269

)

 

 

(411,641

)

Purchases of held to maturity securities

 

 

(36,035

)

 

 

(1,830

)

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

 

 

68,269

 

 

 

70,596

 

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

 

 

36,265

 

 

 

54,288

 

Proceeds from sales of securities available for sale

 

 

6,252

 

 

 

51,891

 

Net loan originations

 

 

(84,329

)

 

 

(37,523

)

Purchases of company owned life insurance, net of proceeds received

 

 

(10,011

)

 

 

(12

)

Proceeds from sales of other assets

 

 

 

 

 

2,459

 

Purchases of premises and equipment

 

 

(3,999

)

 

 

(6,284

)

Cash consideration paid for acquisition, net of cash acquired

 

 

 

 

 

(759

)

Net cash used in investing activities

 

 

(98,857

)

 

 

(278,815

)

Cash flows from financing activities:

 

 

 

 

 

 

Net (decrease) increase in deposits

 

 

(6,574

)

 

 

380,854

 

Net increase (decrease) in short-term borrowings

 

 

79,000

 

 

 

(5,300

)

Repurchase of preferred stock

 

 

 

 

 

(43

)

Purchases of common stock for treasury

 

 

(15,327

)

 

 

(5,964

)

Cash dividends paid to common and preferred shareholders

 

 

(9,433

)

 

 

(9,172

)

Net cash provided by financing activities

 

 

47,666

 

 

 

360,375

 

Net increase in cash and cash equivalents

 

 

30,593

 

 

 

112,509

 

Cash and cash equivalents, beginning of period

 

 

79,112

 

 

 

93,878

 

Cash and cash equivalents, end of period

 

$

109,705

 

 

$

206,387

 

 

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 a commercial loan production office in Ellicott City (Baltimore), Maryland and 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 2021 Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year or any other period.

Operational, Accounting and Reporting Impacts Related to the COVID-19 Pandemic

The COVID-19 pandemic has negatively impacted the global economy, including our operating footprint of Western and Central New York. In response to this crisis, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed by Congress and signed into law on March 27, 2020. The CARES Act provided an estimated $2.2 trillion to fight the COVID-19 pandemic and stimulate the economy by supporting individuals and businesses through loans, grants, tax changes, and other types of relief. Some of the provisions applicable to the Company include, but are not limited to:

Accounting for Loan Modifications - The CARES Act provided that a financial institution may elect to suspend (1) the application of GAAP for certain loan modifications related to COVID-19 made between March 1, 2020 and January 1, 2022 that would otherwise be categorized as a troubled debt restructuring (“TDR”) and (2) any determination that such loan modifications would be considered a TDR, including the related impairment for accounting purposes.
Paycheck Protection Program - The CARES Act established the Paycheck Protection Program (“PPP”), an expansion of the Small Business Administration’s (“SBA”) 7(a) loan program and the Economic Injury Disaster Loan Program (“EIDL”), administered directly by the SBA. On December 27, 2020, the Consolidated Appropriations Act, 2021 provided approximately $284 billion for PPP loans in an additional round of funding under the program and extended the PPP through March 31, 2021. This additional round of PPP loan funding was authorized for first-time borrowers and for second draws by certain borrowers who previously received PPP loans. On March 30, 2021, the PPP Extension Act of 2021 was signed into law, which extended the program to May 31, 2021.
Mortgage Forbearance - Under the CARES Act, a borrower with a federally backed mortgage loan that was experiencing financial hardship due to COVID-19 was able to request a forbearance until December 31, 2021.

 

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

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

Also, in response to the COVID-19 pandemic, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the National Credit Union Administration (“NCUA”), the Office of the Comptroller of the Currency (“OCC”), and the Consumer Financial Protection Bureau (“CFPB”), in consultation with the state financial regulators (collectively, the “agencies”) issued a joint interagency statement (issued March 22, 2020; revised statement issued April 7, 2020). Some of the provisions applicable to the Company include, but are not limited to:

Accounting for Loan Modifications - Loan modifications that do not meet the conditions of the CARES Act may still qualify as a modification that does not need to be accounted for as a TDR. The agencies confirmed with FASB staff that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or insignificant delays in payment.
Past Due Reporting - With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to COVID-19 as past due because of the deferral. A loan’s payment date is governed by the due date stipulated in the legal agreement. If a financial institution agrees to a payment deferral, these loans would not be considered past due during the period of the deferral.
Nonaccrual Status and Charge-offs - During short-term COVID-19 modifications, these loans generally should not be reported as nonaccrual or as classified.

As of June 30, 2022, the Bank has helped more than 2,900 customers obtain more than $378 million in loans through the PPP and helped customers complete the forgiveness process for approximately $369 million of PPP loans.

The Company had $532.4 million of loans with modifications related to COVID-19 during 2020, with $4.0 million and $46.2 million still on deferral as of June 30, 2022 and December 31, 2021, respectively, and provided payment deferrals for approximately 6,600 borrowers, the majority being consumer indirect loan customers. Less than 1% of our loan customers have active payment deferrals as of June 30, 2022 as the majority of customers whose loans were subject to COVID-19 related deferrals have returned to making regular payments.

 

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.

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 credit losses, the carrying value of goodwill and deferred tax assets, and assumptions used in the defined benefit pension plan accounting.

 

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)

Cash Flow Reporting

Supplemental cash flow information is summarized as follows for the six months ended June 30, 2022 and 2021 (in thousands):

 

 

 

2022

 

 

2021

 

Supplemental information:

 

 

 

 

 

 

Cash paid for interest

 

$

6,129

 

 

$

8,148

 

Cash (refunded) paid for income taxes

 

 

(871

)

 

 

7,100

 

Noncash investing and financing activities:

 

 

 

 

 

 

Accrued and declared unpaid dividends

 

 

4,810

 

 

 

4,638

 

Common stock issued for acquisition

 

 

 

 

 

301

 

Assets acquired and liabilities assumed in business combinations:

 

 

 

 

 

 

Fair value of assets acquired

 

 

 

 

 

449

 

 

Recent Accounting Pronouncements

In 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), who is responsible for regulating the London Interbank Offered Rate (“LIBOR”), announced its intention that it would no longer be necessary to persuade or compel its panel banks to submit LIBOR rates after December 31, 2021. On March 5, 2021, the ICE Benchmark Administration (“IBA”), the administrator of LIBOR, released the results of its consultation on the cessation timeline for certain LIBOR tenors. In coordination with the IBA, the FCA also confirmed when certain LIBOR tenors will cease to exist. The results of the consultation indicated that certain LIBOR tenors (overnight, one-month, three-month, six-month, and twelve-month USD LIBOR) will be extended to June 30, 2023 to allow some legacy contracts that cannot be easily amended to mature on their current terms. Notwithstanding the extension of certain LIBOR tenors to 2023, banks may no longer offer new LIBOR-based contracts after December 31, 2021. Given that LIBOR is a widely used pricing index for loan and derivative contracts, a Company-wide initiative was introduced to assess all LIBOR exposures through the Company’s loan, deposit, borrowing and derivative categories, while developing a plan for the ultimate cessation of the index. In developing the transition plan, the Company has followed best practice recommendations from the Federal Reserve’s Alternative Reference Rate Committee, our third-party derivative advisor and the Internal Swaps and Derivatives Association. To date, the Company has identified the portion of loan notes that reference LIBOR, which are primarily representative of commercial relationships. Additionally, the Company has one designated derivative instrument that is utilized to hedge the LIBOR characteristic of a future dated borrowing (i.e. Federal Home Loan Bank Advance, Brokered Time Deposits, etc.). In 2015, the Company issued $40 million in fixed to floating rate subordinated notes that currently bear a fixed rate of interest at 6.00% until April 2025, when the rate converts to a floating rate equal to three-month LIBOR plus 3.944%; the indenture under which the notes were issued includes language allowing an alternate index to be applied in the event that LIBOR becomes unavailable at the floating rate determination date. At this time, no other borrowing or deposit relationships have been identified that utilize LIBOR as an index.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative rates, such as SOFR. ASU 2020-04 became effective during the first quarter of 2020 and applies to contract modifications and amendments made as of the beginning of the reporting period including the ASU’s issuance date, March 12, 2020, through December 31, 2022. The adoption of this guidance in 2020 resulted in the application of certain practical expedients, which did not have a material effect on the Company's consolidated financial statements.

In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. The ASU clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU 2021-01 was effective upon issuance and applies through December 31, 2022. The adoption of this guidance resulted in the application of certain practical expedients, which did not have a material effect on the Company's consolidated financial statements.

 

 

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

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

Standards Not Yet Effective

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructuring and Vintage Disclosures. The ASU updates the accounting and disclosure for troubled debt restructurings. ASU 2022-02 will be effective for fiscal years beginning after December 15, 2022, including interim periods within those years, with an option to early adopt. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

 

In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method. The ASU expands the scope in which an entity can apply the portfolio layer method of hedge accounting, allowing for more consistent accounting for similar hedges. The amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

 

(2.) BUSINESS COMBINATIONS

2022 Activity – None

2021 Activity

On February 1, 2021, SDN completed the acquisition of the assets of Landmark Group (“Landmark”), an independent insurance brokerage firm. Consideration for the acquisition included common shares of Company stock and cash. As a result of the acquisition, SDN recorded goodwill of $611 thousand and other intangible assets of $399 thousand. 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.

On August 2, 2021, SDN completed the acquisition of the assets of North Woods Capital Benefits LLC ("North Woods"), an employee benefits and human resources advisory firm. As a result of the acquisition, SDN recorded goodwill of $399 thousand and other intangible assets of $263 thousand. 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.) RESTRUCTURING CHARGES

On July 17, 2020, the Bank announced management’s decision to adapt to a full-service branch model to streamline retail branches to better align with shifting customer needs and preferences. The transformation resulted in six branch closures and a reduction in staffing. The announcement was the result of a nine-month comprehensive assessment of all lines of business and functional areas, conducted in partnership with a leading process improvement organization. The data-driven analysis identified, among other things, overlapping service areas, automation opportunities and streamlining of processes and operations that would enhance customer experiences and facilitate the long-term sustainability of current and future branches. The announced consolidations represented about ten percent of the branch network and impacted approximately six percent of the total Company workforce. Where possible, those impacted were offered alternative roles or the opportunity to apply for open positions in other areas of the Company. Separated associates received a comprehensive severance package based on tenure.

In October 2020, the Company announced the planned closure of one additional branch that closed in January 2021. This location was not included in the branch consolidations announced in July 2020, as alternative options were being considered and consolidation was not possible given its significant distance from other Bank branches.

The Company incurred total pre-tax expense related to the branch closures of approximately $1.7 million, including approximately $0.2 million in employee severance, $0.5 million in lease termination costs and $1.0 million in valuation adjustments on branch facilities. Additional related restructuring charges of $1.3 million were incurred during the three and six months ended June 30, 2022 as a result of property valuation adjustments to write-down certain real estate assets to fair market value based on existing purchase offers and current market conditions.

 

12


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(3.) RESTRUCTURING CHARGES (Continued)

The following table represents the changes in the restructuring reserve (in thousands):

 

 

 

Three months ended
June 30,

 

 

Six months ended
June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Balance at beginning of period

 

$

445

 

 

$

1,161

 

 

$

445

 

 

$

1,245

 

Restructuring charges

 

 

1,269

 

 

 

 

 

 

1,269

 

 

 

 

Cash payments

 

 

(37

)

 

 

(68

)

 

 

(37

)

 

 

(146

)

Charges against assets

 

 

(1,353

)

 

 

(5

)

 

 

(1,353

)

 

 

(11

)

Balance at end of period

 

$

324

 

 

$

1,088

 

 

$

324

 

 

$

1,088

 

In contemplation of the transactions noted above, certain long-lived assets have met the held for sale criteria as of June 30, 2022. Long lived assets held for sale totaled $1.8 million and $2.6 million as of June 30, 2022 and December 31, 2021, respectively.

 

(4.) 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,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net income available to common shareholders

 

$

15,283

 

 

$

19,834

 

 

$

29,902

 

 

$

40,179

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Total shares issued

 

 

16,100

 

 

 

16,100

 

 

 

16,100

 

 

 

16,100

 

Unvested restricted stock awards

 

 

(5

)

 

 

(6

)

 

 

(5

)

 

 

(6

)

Treasury shares

 

 

(789

)

 

 

(269

)

 

 

(655

)

 

 

(237

)

Total basic weighted average common shares outstanding

 

 

15,306

 

 

 

15,825

 

 

 

15,440

 

 

 

15,857

 

Incremental shares from assumed:

 

 

 

 

 

 

 

 

 

 

 

 

Vesting of restricted stock awards

 

 

79

 

 

 

88

 

 

 

92

 

 

 

86

 

Total diluted weighted average common shares outstanding

 

 

15,385

 

 

 

15,913

 

 

 

15,532

 

 

 

15,943

 

Basic earnings per common share

 

$

1.00

 

 

$

1.25

 

 

$

1.94

 

 

$

2.53

 

Diluted earnings per common share

 

$

0.99

 

 

$

1.25

 

 

$

1.93

 

 

$

2.52

 

 

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 (in thousands):

 

 

 

Three months ended
June 30,

 

 

Six months ended
June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Stock option

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock awards

 

 

21

 

 

 

1

 

 

 

15

 

 

 

6

 

Total

 

 

21

 

 

 

1

 

 

 

15

 

 

 

6

 

 

 

13


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(5.) 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, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency and government sponsored enterprises

 

$

24,535

 

 

$

 

 

$

2,345

 

 

$

22,190

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

575,815

 

 

 

2

 

 

 

54,832

 

 

 

520,985

 

Federal Home Loan Mortgage Corporation

 

 

430,099

 

 

 

1

 

 

 

52,524

 

 

 

377,576

 

Government National Mortgage Association

 

 

116,934

 

 

 

2

 

 

 

12,413

 

 

 

104,523

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

13,188

 

 

 

 

 

 

1,770

 

 

 

11,418

 

Federal Home Loan Mortgage Corporation

 

 

22,734

 

 

 

 

 

 

2,773

 

 

 

19,961

 

Privately issued

 

 

 

 

 

365

 

 

 

 

 

 

365

 

Total mortgage-backed securities

 

 

1,158,770

 

 

 

370

 

 

 

124,312

 

 

 

1,034,828

 

Total available for sale securities

 

$

1,183,305

 

 

$

370

 

 

$

126,657

 

 

$

1,057,018

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency and government sponsored enterprises

 

$

16,288

 

 

$

 

 

$

105

 

 

$

16,183

 

State and political subdivisions

 

 

105,978

 

 

 

106

 

 

 

5,618

 

 

 

100,466

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

8,844

 

 

 

4

 

 

 

305

 

 

 

8,543

 

Federal Home Loan Mortgage Corporation

 

 

8,077

 

 

 

 

 

 

986

 

 

 

7,091

 

Government National Mortgage Association

 

 

24,641

 

 

 

1

 

 

 

1,156

 

 

 

23,486

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

16,312

 

 

 

 

 

 

619

 

 

 

15,693

 

Federal Home Loan Mortgage Corporation

 

 

20,100

 

 

 

 

 

 

638

 

 

 

19,462

 

Government National Mortgage Association

 

 

4,698

 

 

 

 

 

 

171

 

 

 

4,527

 

Total mortgage-backed securities

 

 

82,672

 

 

 

5

 

 

 

3,875

 

 

 

78,802

 

Total held to maturity securities

 

 

204,938

 

 

$

111

 

 

$

9,598

 

 

$

195,451

 

Allowance for credit losses - securities

 

 

(5

)

 

 

 

 

 

 

 

 

 

Total held to maturity securities, net

 

$

204,933

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies and government sponsored enterprises

 

$

15,793

 

 

$

195

 

 

$

97

 

 

$

15,891

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

576,163

 

 

 

6,565

 

 

 

5,242

 

 

 

577,486

 

Federal Home Loan Mortgage Corporation

 

 

430,010

 

 

 

952

 

 

 

6,435

 

 

 

424,527

 

Government National Mortgage Association

 

 

122,266

 

 

 

298

 

 

 

2,082

 

 

 

120,482

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

15,346

 

 

 

26

 

 

 

433

 

 

 

14,939

 

Federal Home Loan Mortgage Corporation

 

 

25,257

 

 

 

 

 

 

477

 

 

 

24,780

 

Privately issued

 

 

 

 

 

410

 

 

 

 

 

 

410

 

Total mortgage-backed securities

 

 

1,169,042

 

 

 

8,251

 

 

 

14,669

 

 

 

1,162,624

 

Total available for sale securities

 

$

1,184,835

 

 

$

8,446

 

 

$

14,766

 

 

$

1,178,515

 

 

 

14


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(5.) INVESTMENT SECURITIES (Continued)

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

December 31, 2021 (continued)

 

 

 

 

 

 

 

 

 

 

 

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

State and political subdivisions

 

$

111,399

 

 

$

2,412

 

 

$

300

 

 

$

113,511

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

9,275

 

 

 

411

 

 

 

 

 

 

9,686

 

Federal Home Loan Mortgage Corporation

 

 

8,706

 

 

 

137

 

 

 

144

 

 

 

8,699

 

Government National Mortgage Association

 

 

27,400

 

 

 

706

 

 

 

2

 

 

 

28,104

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

19,485

 

 

 

368

 

 

 

3

 

 

 

19,850

 

Federal Home Loan Mortgage Corporation

 

 

23,840

 

 

 

565

 

 

 

 

 

 

24,405

 

Government National Mortgage Association

 

 

5,481

 

 

 

84

 

 

 

 

 

 

5,565

 

Total mortgage-backed securities

 

 

94,187

 

 

 

2,271

 

 

 

149

 

 

 

96,309

 

Total held to maturity securities

 

 

205,586

 

 

$

4,683

 

 

$

449

 

 

$

209,820

 

Allowance for credit losses - securities

 

 

(5

)

 

 

 

 

 

 

 

 

 

Total held to maturity securities, net

 

$

205,581

 

 

 

 

 

 

 

 

 

 

 

The Company elected to exclude accrued interest receivable (“AIR”) from the amortized cost basis of debt securities disclosed throughout this footnote. For available for sale (“AFS”) debt securities, AIR totaled $2.2 million and $2.1 million as of June 30, 2022 and December 31, 2021, respectively. For held to maturity (“HTM”) debt securities, AIR totaled $733 thousand and $696 thousand as of June 30, 2022 and December 31, 2021, respectively. AIR is included in other assets on the Company’s consolidated statements of financial condition.

For the three months ended June 30, 2022 and 2021, credit loss expense (credit) for HTM investment securities was less than $1 thousand in each period. For the six months ended June 30, 2022 and 2021, credit loss expense (credit) for HTM investment securities was less than $1 thousand and $(1) thousand, respectively.

Investment securities with a total fair value of $815.8 million and $637.6 million at June 30, 2022 and December 31, 2021, 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,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Proceeds from sales

 

$

6,252

 

 

$

25,216

 

 

$

6,252

 

 

$

51,891

 

Gross realized gains

 

 

 

 

 

162

 

 

 

 

 

 

251

 

Gross realized losses

 

 

15

 

 

 

165

 

 

 

15

 

 

 

180

 

 

The scheduled maturities of securities available for sale and securities held to maturity at June 30, 2022 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

 

$

5,550

 

 

$

5,535

 

Due from one to five years

 

 

86,194

 

 

 

83,372

 

Due after five years through ten years

 

 

152,838

 

 

 

141,476

 

Due after ten years

 

 

938,723

 

 

 

826,635

 

Total available for sale securities

 

$

1,183,305

 

 

$

1,057,018

 

Debt securities held to maturity:

 

 

 

 

 

 

Due in one year or less

 

$

35,543

 

 

$

35,602

 

Due from one to five years

 

 

45,992

 

 

 

45,676

 

Due after five years through ten years

 

 

39,273

 

 

 

38,008

 

Due after ten years

 

 

84,130

 

 

 

76,165

 

Total held to maturity securities

 

$

204,938

 

 

$

195,451

 

 

15


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(5.) INVESTMENT SECURITIES (Continued)

Unrealized losses on investment securities for which an allowance for credit losses has not been recorded 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, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies and government sponsored enterprises

 

$

22,190

 

 

$

2,345

 

 

$

 

 

$

 

 

$

22,190

 

 

$

2,345

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

407,151

 

 

 

36,437

 

 

 

113,541

 

 

 

18,395

 

 

 

520,692

 

 

 

54,832

 

Federal Home Loan Mortgage Corporation

 

 

225,921

 

 

 

27,154

 

 

 

151,571

 

 

 

25,370

 

 

 

377,492

 

 

 

52,524

 

Government National Mortgage Association

 

 

73,597

 

 

 

8,827

 

 

 

30,773

 

 

 

3,586

 

 

 

104,370

 

 

 

12,413

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

6,206

 

 

 

748

 

 

 

5,212

 

 

 

1,022

 

 

 

11,418

 

 

 

1,770

 

Federal Home Loan Mortgage Corporation

 

 

15,749

 

 

 

1,911

 

 

 

4,212

 

 

 

862

 

 

 

19,961

 

 

 

2,773

 

Total mortgage-backed securities

 

 

728,624

 

 

 

75,077

 

 

 

305,309

 

 

 

49,235

 

 

 

1,033,933

 

 

 

124,312

 

Total available for sale securities

 

 

750,814

 

 

 

77,422

 

 

 

305,309

 

 

 

49,235

 

 

 

1,056,123

 

 

 

126,657

 

Total temporarily impaired securities

 

$

750,814

 

 

$

77,422

 

 

$

305,309

 

 

$

49,235

 

 

$

1,056,123

 

 

$

126,657

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies and government sponsored enterprises

 

$

9,438

 

 

$

97

 

 

$

 

 

$

 

 

$

9,438

 

 

$

97

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

333,489

 

 

 

3,597

 

 

 

61,249

 

 

 

1,645

 

 

 

394,738

 

 

 

5,242

 

Federal Home Loan Mortgage Corporation

 

 

283,965

 

 

 

3,353

 

 

 

110,931

 

 

 

3,082

 

 

 

394,896

 

 

 

6,435

 

Government National Mortgage Association

 

 

108,448

 

 

 

2,082

 

 

 

 

 

 

 

 

 

108,448

 

 

 

2,082

 

Collateralized mortgage obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association

 

 

13,364

 

 

 

433

 

 

 

 

 

 

 

 

 

13,364

 

 

 

433

 

Federal Home Loan Mortgage Corporation

 

 

24,780

 

 

 

477

 

 

 

 

 

 

 

 

 

24,780

 

 

 

477

 

Total mortgage-backed securities

 

 

764,046

 

 

 

9,942

 

 

 

172,180

 

 

 

4,727

 

 

 

936,226

 

 

 

14,669

 

Total available for sale securities

 

 

773,484

 

 

 

10,039

 

 

 

172,180

 

 

 

4,727

 

 

 

945,664

 

 

 

14,766

 

Total temporarily impaired securities

 

$

773,484

 

 

$

10,039

 

 

$

172,180

 

 

$

4,727

 

 

$

945,664

 

 

$

14,766

 

 

 

16


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(5.) INVESTMENT SECURITIES (Continued)

 

 

The total number of available for sale securities positions in the investment portfolio in an unrealized loss position at June 30, 2022 was 207 compared to 116 at December 31, 2021. At June 30, 2022, the Company had positions in 55 investment securities with a fair value of $305.3 million and a total unrealized loss of $49.2 million that had been in a continuous unrealized loss position for more than 12 months. At June 30, 2022, there were a total of 152 securities positions in the Company’s investment portfolio with a fair value of $750.8 million and a total unrealized loss of $77.4 million that had been in a continuous unrealized loss position for less than 12 months. At December 31, 2021, the Company had a position in 28 investment securities with a fair value of $172.2 million and a total unrealized loss of $4.7 million that had been in a continuous unrealized loss position for more than 12 months. At December 31, 2021, there were a total of 88 securities positions in the Company’s investment portfolio with a fair value of $773.5 million and a total unrealized loss of $10.0 million 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.

Securities Available for Sale

As of June 30, 2022 and December 31, 2021, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as management does not believe any of the securities were impaired due to reasons of credit quality. This is based upon our analysis of the underlying risk characteristics, including credit ratings, and other qualitative factors related to our available for sale securities and in consideration of our historical credit loss experience and internal forecasts. The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. Furthermore, management does not have the intent to sell any of the securities classified as available for sale in the table above and believes that it is more likely than not that we will not have to sell any such securities before a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline.

Securities Held to Maturity

The Company’s HTM investment securities include debt securities that are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. In addition, the Company’s HTM investment securities include debt securities that are issued by state and local government agencies, or municipal bonds.

The Company monitors the credit quality of our municipal bonds through the use of a credit rating agency or by ratings that are derived by an internal scoring model. The scoring methodology for the internally derived ratings is based on a series of financial ratios for the municipality being reviewed as compared to typical industry figures. This information is used to determine the financial strengths and weaknesses of the municipality, which is indicated with a numeric rating. This number is then converted into a letter rating to better match the system used by the credit rating agencies. As of June 30, 2022, $98.6 million of our municipal bonds were rated as an equivalent to Standard & Poor’s A/AA/AAA, with $7.4 million internally rated to be the equivalent of Standard & Poor’s A/AA/AAA rating. Additionally, no municipal bonds were rated below investment grade. As of December 31, 2021, $105.6 million of our municipal bonds were rated as an equivalent to Standard & Poor’s A/AA/AAA, with $5.8 million internally rated to be the equivalent of Standard & Poor’s A/AA/AAA rating.

As of June 30, 2022 and December 31, 2021, the Company had no past due or nonaccrual held to maturity investment securities.

 

17


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(6.) 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, 2022

 

 

 

 

 

 

 

 

 

Commercial business

 

$

610,587

 

 

$

515

 

 

$

611,102

 

Commercial mortgage

 

 

1,451,016

 

 

 

(2,864

)

 

 

1,448,152

 

Residential real estate loans

 

 

561,155

 

 

 

13,629

 

 

 

574,784

 

Residential real estate lines

 

 

72,972

 

 

 

3,136

 

 

 

76,108

 

Consumer indirect

 

 

1,000,252

 

 

 

38,999

 

 

 

1,039,251

 

Other consumer

 

 

14,508

 

 

 

113

 

 

 

14,621

 

Total

 

$

3,710,490

 

 

$

53,528

 

 

 

3,764,018

 

Allowance for credit losses - loans

 

 

 

 

 

 

 

 

(42,452

)

Total loans, net

 

 

 

 

 

 

 

$

3,721,566

 

December 31, 2021

 

 

 

 

 

 

 

 

 

Commercial business

 

$

639,368

 

 

$

(1,075

)

 

$

638,293

 

Commercial mortgage

 

 

1,415,486

 

 

 

(2,698

)

 

 

1,412,788

 

Residential real estate loans

 

 

563,579

 

 

 

13,720

 

 

 

577,299

 

Residential real estate lines

 

 

75,515

 

 

 

3,016

 

 

 

78,531

 

Consumer indirect

 

 

923,052

 

 

 

34,996

 

 

 

958,048

 

Other consumer

 

 

14,355

 

 

 

122

 

 

 

14,477

 

Total

 

$

3,631,355

 

 

$

48,081

 

 

 

3,679,436

 

Allowance for credit losses - loans

 

 

 

 

 

 

 

 

(39,676

)

Total loans, net

 

 

 

 

 

 

 

$

3,639,760

 

 

Loans held for sale (not included above) were comprised entirely of residential real estate mortgages and totaled $4.3 million and $6.2 million as of June 30, 2022 and December 31, 2021, respectively.

The CARES Act was passed by Congress and signed into law on March 27, 2020. The CARES Act established the PPP, an expansion of the SBA’s 7(a) loan program and the EIDL, administered directly by the SBA. The Company had $9.3 million and $57.5 million of PPP loans (included in Commercial business above) as of June 30, 2022 and December 31, 2021, respectively. In addition, the CARES Act provides that a financial institution may elect to suspend (1) the application of GAAP for certain loan modifications related to COVID-19 made between March 1, 2020 and January 1, 2022 that would otherwise be categorized as a TDR and (2) any determination that such loan modifications would be considered a TDR, including the related impairment for accounting purposes. Accordingly, the Company had $532.4 million of loans with modifications related to COVID-19 during 2020, with loans on deferral as of June 30, 2022 and December 31, 2021 of $4.0 million and $46.2 million, respectively.

The Company elected to exclude AIR from the amortized cost basis of loans disclosed throughout this footnote. As of June 30, 2022 and December 31, 2021, AIR for loans totaled $13.0 million and $12.7 million, respectively, and is included in other assets on the Company’s consolidated statements of financial condition.

18


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(6.) LOANS (Continued)

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

 

 

Nonaccrual
with no
allowance

 

June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

$

108

 

 

$

1,392

 

 

$

 

 

$

1,500

 

 

$

422

 

 

$

608,665

 

 

$

610,587

 

 

$

369

 

Commercial mortgage

 

 

15

 

 

 

 

 

 

 

 

 

15

 

 

 

836

 

 

 

1,450,165

 

 

 

1,451,016

 

 

 

806

 

Residential real estate loans

 

 

1,052

 

 

 

129

 

 

 

 

 

 

1,181

 

 

 

2,738

 

 

 

557,236

 

 

 

561,155

 

 

 

2,738

 

Residential real estate lines

 

 

97

 

 

 

23

 

 

 

 

 

 

120

 

 

 

160

 

 

 

72,692

 

 

 

72,972

 

 

 

160

 

Consumer indirect

 

 

7,668

 

 

 

1,814

 

 

 

 

 

 

9,482

 

 

 

2,389

 

 

 

988,381

 

 

 

1,000,252

 

 

 

2,389

 

Other consumer

 

 

94

 

 

 

 

 

 

 

 

 

94

 

 

 

3

 

 

 

14,411

 

 

 

14,508

 

 

 

3

 

Total loans, gross

 

$

9,034

 

 

$

3,358

 

 

$

 

 

$

12,392

 

 

$

6,548

 

 

$

3,691,550

 

 

$

3,710,490

 

 

$

6,465

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

$

659

 

 

$

34

 

 

$

797

 

 

$

1,490

 

 

$

602

 

 

$

637,276

 

 

$

639,368

 

 

$

477

 

Commercial mortgage

 

 

69

 

 

 

 

 

 

 

 

 

69

 

 

 

6,414

 

 

 

1,409,003

 

 

 

1,415,486

 

 

 

781

 

Residential real estate loans

 

 

1,148

 

 

 

141

 

 

 

 

 

 

1,289

 

 

 

2,373

 

 

 

559,917

 

 

 

563,579

 

 

 

2,373

 

Residential real estate lines

 

 

18

 

 

 

3

 

 

 

 

 

 

21

 

 

 

200

 

 

 

75,294

 

 

 

75,515

 

 

 

200

 

Consumer indirect

 

 

5,706

 

 

 

770

 

 

 

 

 

 

6,476

 

 

 

1,780

 

 

 

914,796

 

 

 

923,052

 

 

 

1,780

 

Other consumer

 

 

121

 

 

 

1

 

 

 

 

 

 

122

 

 

 

 

 

 

14,233

 

 

 

14,355

 

 

 

 

Total loans, gross

 

$

7,721

 

 

$

949

 

 

$

797

 

 

$

9,467

 

 

$

11,369

 

 

$

3,610,519

 

 

$

3,631,355

 

 

$

5,611

 

 

The Company had no PPP loans greater than 90 days past due and still accruing interest as of June 30, 2022 and $797 thousand as of December 31, 2021 (included in Commercial business above). Repayment of PPP loans is 100% secured by guarantees from the SBA.

There were no consumer overdrafts which were past due greater than 90 days as of June 30, 2022 and less than $1 thousand as of December 31, 2021. Consumer overdrafts are overdrawn deposit accounts which have been reclassified as loans but by their terms do not accrue interest.

Interest income on nonaccrual loans, if recognized, is recorded using the cash basis method of accounting. There was no interest income recognized on nonaccrual loans during the six months ended June 30, 2022 and 2021. Estimated interest income of $288 thousand and $461 for the six months ended June 30, 2022 and 2021, respectively, would have been recorded if all such loans had been accruing interest according to their original contractual terms.

 

Troubled Debt Restructurings

A modification of a loan constitutes a 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, 2022 and 2021. There were no loans modified as a TDR within the previous 12 months that defaulted during the six months ended June 30, 2022 and 2021. For purposes of this disclosure, a loan modified as a TDR is considered to have defaulted when the borrower becomes 90 days past due.

 

19


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(6.) LOANS (Continued)

Collateral Dependent Loans

Management has determined that specific commercial loans on nonaccrual status, all loans that have had their terms restructured in a troubled debt restructuring, and other loans deemed appropriate by management where repayment is expected to be provided substantially through the operation or sale of the collateral to be collateral dependent loans. Collateral dependent loans at June 30, 2022 and December 31, 2021 included certain criticized COVID-19 bridge loans not otherwise classified as nonaccrual. The following table presents the amortized cost basis of collateral dependent loans by collateral type as of June 30, 2022 and December 31, 2021 (in thousands):

 

 

 

Collateral type

 

 

 

 

 

 

 

 

 

Business assets

 

 

Real property

 

 

Total

 

 

Specific Reserve

 

June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

$

205

 

 

$

974

 

 

$

1,179

 

 

$

237

 

Commercial mortgage

 

 

 

 

 

22,764

 

 

 

22,764

 

 

 

2,698

 

Total

 

$

205

 

 

$

23,738

 

 

$

23,943

 

 

$

2,935

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

$

326

 

 

$

993

 

 

$

1,319

 

 

$

1,055

 

Commercial mortgage

 

 

 

 

 

37,936

 

 

 

37,936

 

 

 

4,716

 

Total

 

$

326

 

 

$

38,929

 

 

$

39,255

 

 

$

5,771

 

 

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.

 

 

20


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(6.) LOANS (Continued)

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

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

Prior

 

 

Revolving
Loans
Amortized
Cost Basis

 

 

Revolving
Loans
Converted
to Term

 

 

Total

 

June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Uncriticized

 

$

54,182

 

 

$

124,276

 

 

$

87,077

 

 

$

35,324

 

 

$

38,282

 

 

$

30,569

 

 

$

231,868

 

 

$

 

 

$

601,578

 

Special mention

 

 

220

 

 

 

2,342

 

 

 

12

 

 

 

194

 

 

 

140

 

 

 

 

 

 

1,185

 

 

 

 

 

 

4,093

 

Substandard

 

 

 

 

 

41

 

 

 

25

 

 

 

175

 

 

 

562

 

 

 

1,377

 

 

 

3,251

 

 

 

 

 

 

5,431

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

54,402

 

 

$

126,659

 

 

$

87,114

 

 

$

35,693

 

 

$

38,984

 

 

$

31,946

 

 

$

236,304

 

 

$

 

 

$

611,102

 

Commercial Mortgage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Uncriticized

 

$

173,305

 

 

$

357,855

 

 

$

295,281

 

 

$

172,506

 

 

$

120,731

 

 

$

254,463

 

 

$

3,664

 

 

$

 

 

$

1,377,805

 

Special mention

 

 

 

 

 

484

 

 

 

2,370

 

 

 

14,489

 

 

 

195

 

 

 

29,083

 

 

 

 

 

 

 

 

 

46,621

 

Substandard

 

 

2,862

 

 

 

348

 

 

 

106

 

 

 

83

 

 

 

9,979

 

 

 

10,348

 

 

 

 

 

 

 

 

 

23,726

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

176,167

 

 

$

358,687

 

 

$

297,757

 

 

$

187,078

 

 

$

130,905

 

 

$

293,894

 

 

$

3,664

 

 

$

 

 

$

1,448,152

 

 

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

Prior

 

 

Revolving
Loans
Amortized
Cost Basis

 

 

Revolving
Loans
Converted
to Term

 

 

Total

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Uncriticized

 

$

141,925

 

 

$

91,338

 

 

$

68,433

 

 

$

42,631

 

 

$

24,847

 

 

$

12,033

 

 

$

248,338

 

 

$

 

 

$

629,545

 

Special mention

 

 

 

 

 

132

 

 

 

166

 

 

 

44

 

 

 

180

 

 

 

1,344

 

 

 

1,993

 

 

 

 

 

 

3,859

 

Substandard

 

 

45

 

 

 

256

 

 

 

169

 

 

 

745

 

 

 

415

 

 

 

49

 

 

 

3,210

 

 

 

 

 

 

4,889

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

141,970

 

 

$

91,726

 

 

$

68,768

 

 

$

43,420

 

 

$

25,442

 

 

$

13,426

 

 

$

253,541

 

 

$

 

 

$

638,293

 

Commercial Mortgage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Uncriticized

 

$

342,483

 

 

$

339,988

 

 

$

176,753

 

 

$

147,247

 

 

$

128,381

 

 

$

167,739

 

 

$

3,712

 

 

$

 

 

$

1,306,303

 

Special mention

 

 

11,184

 

 

 

2,450

 

 

 

29,759

 

 

 

2,344

 

 

 

8,269

 

 

 

27,635

 

 

 

 

 

 

 

 

 

81,641

 

Substandard

 

 

1,001

 

 

 

77

 

 

 

2,950

 

 

 

11,607

 

 

 

3,209

 

 

 

6,000

 

 

 

 

 

 

 

 

 

24,844

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

354,668

 

 

$

342,515

 

 

$

209,462

 

 

$

161,198

 

 

$

139,859

 

 

$

201,374

 

 

$

3,712

 

 

$

 

 

$

1,412,788

 

 

 

21


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(6.) LOANS (Continued)

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 tables set forth the Company’s retail loan portfolio, categorized by performance status, as of the dates indicated (in thousands):

 

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

Prior

 

 

Revolving
Loans
Amortized
Cost Basis

 

 

Revolving
Loans
Converted
to Term

 

 

Total

 

June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential Real Estate Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

36,245

 

 

$

90,439

 

 

$

124,169

 

 

$

80,774

 

 

$

59,763

 

 

$

180,656

 

 

$

 

 

$

 

 

$

572,046

 

Nonperforming

 

 

 

 

 

79

 

 

 

175

 

 

 

657

 

 

 

556

 

 

 

1,271

 

 

 

 

 

 

 

 

 

2,738

 

Total

 

$

36,245

 

 

$

90,518

 

 

$

124,344

 

 

$

81,431

 

 

$

60,319

 

 

$

181,927

 

 

$

 

 

$

 

 

$

574,784

 

Residential Real Estate Lines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

68,620

 

 

$

7,328

 

 

$

75,948

 

Nonperforming

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36

 

 

 

124

 

 

 

160

 

Total

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

68,656

 

 

$

7,452

 

 

$

76,108

 

Consumer Indirect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

308,856

 

 

$

392,357

 

 

$

157,720

 

 

$

79,474

 

 

$

57,651

 

 

$

40,804

 

 

$

 

 

$

 

 

$

1,036,862

 

Nonperforming

 

 

48

 

 

 

1,208

 

 

 

413

 

 

 

339

 

 

 

261

 

 

 

120

 

 

 

 

 

 

 

 

 

2,389

 

Total

 

$

308,904

 

 

$

393,565

 

 

$

158,133

 

 

$

79,813

 

 

$

57,912

 

 

$

40,924

 

 

$

 

 

$

 

 

$

1,039,251

 

Other Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

3,292

 

 

$

3,511

 

 

$

2,806

 

 

$

1,164

 

 

$

424

 

 

$

667

 

 

$

2,754

 

 

$

 

 

$

14,618

 

Nonperforming

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Total

 

$

3,292

 

 

$

3,511

 

 

$

2,806

 

 

$

1,167

 

 

$

424

 

 

$

667

 

 

$

2,754

 

 

$

 

 

$

14,621

 

 

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

Prior

 

 

Revolving
Loans
Amortized
Cost Basis

 

 

Revolving
Loans
Converted
to Term

 

 

Total

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential Real Estate Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

92,620

 

 

$

129,240

 

 

$

85,876

 

 

$

65,866

 

 

$

50,932

 

 

$

150,392

 

 

$

 

 

$

 

 

$

574,926

 

Nonperforming

 

 

79

 

 

 

55

 

 

 

225

 

 

 

557

 

 

 

899

 

 

 

558

 

 

 

 

 

 

 

 

 

2,373

 

Total

 

$

92,699

 

 

$

129,295

 

 

$

86,101

 

 

$

66,423

 

 

$

51,831

 

 

$

150,950

 

 

$

 

 

$

 

 

$

577,299

 

Residential Real Estate Lines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

70,521

 

 

$

7,810

 

 

$

78,331

 

Nonperforming

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39

 

 

 

161

 

 

 

200

 

Total

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

70,560

 

 

$

7,971

 

 

$

78,531

 

Consumer Indirect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

452,601

 

 

$

206,472

 

 

$

122,849

 

 

$

90,998

 

 

$

51,598

 

 

$

31,750

 

 

$

 

 

$

 

 

$

956,268

 

Nonperforming

 

 

417

 

 

 

515

 

 

 

436

 

 

 

230

 

 

 

136

 

 

 

46

 

 

 

 

 

 

 

 

 

1,780

 

Total

 

$

453,018

 

 

$

206,987

 

 

$

123,285

 

 

$

91,228

 

 

$

51,734

 

 

$

31,796

 

 

$

 

 

$

 

 

$

958,048

 

Other Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

4,422

 

 

$

3,738

 

 

$

1,681

 

 

$

763

 

 

$

280

 

 

$

1,044

 

 

$

2,549

 

 

$

 

 

$

14,477

 

Nonperforming

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

4,422

 

 

$

3,738

 

 

$

1,681

 

 

$

763

 

 

$

280

 

 

$

1,044

 

 

$

2,549

 

 

$

 

 

$

14,477

 

 

22


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(6.) LOANS (Continued)

Allowance for Credit Losses - Loans

The following table sets forth the changes in the allowance for credit losses - loans for the three- and six- month periods ended June 30, 2022 and 2021 (in thousands):

 

 

 

Commercial
Business

 

 

Commercial
Mortgage

 

 

Residential
Real Estate
Loans

 

 

Residential
Real Estate
Lines

 

 

Consumer
Indirect

 

 

Other
Consumer

 

 

Total

 

Three months ended June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

10,121

 

 

$

13,746

 

 

$

1,852

 

 

$

425

 

 

$

14,568

 

 

$

254

 

 

$

40,966

 

Charge-offs

 

 

(191

)

 

 

 

 

 

(56

)

 

 

 

 

 

(2,672

)

 

 

(309

)

 

 

(3,228

)

Recoveries

 

 

101

 

 

 

2,018

 

 

 

10

 

 

 

12

 

 

 

2,025

 

 

 

102

 

 

 

4,268

 

Provision (benefit)

 

 

109

 

 

 

(3,700

)

 

 

334

 

 

 

72

 

 

 

3,411

 

 

 

220

 

 

 

446

 

Ending balance

 

$

10,140

 

 

$

12,064

 

 

$

2,140

 

 

$

509

 

 

$

17,332

 

 

$

267

 

 

$

42,452

 

Six months ended June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

11,099

 

 

$

14,777

 

 

$

1,604

 

 

$

379

 

 

$

11,611

 

 

$

206

 

 

$

39,676

 

Charge-offs

 

 

(242

)

 

 

 

 

 

(56

)

 

 

 

 

 

(5,158

)

 

 

(685

)

 

 

(6,141

)

Recoveries

 

 

189

 

 

 

2,019

 

 

 

15

 

 

 

17

 

 

 

3,961

 

 

 

193

 

 

 

6,394

 

(Benefit) provision

 

 

(906

)

 

 

(4,732

)

 

 

577

 

 

 

113

 

 

 

6,918

 

 

 

553

 

 

 

2,523

 

Ending balance

 

$

10,140

 

 

$

12,064

 

 

$

2,140

 

 

$

509

 

 

$

17,332

 

 

$

267

 

 

$

42,452

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial
Business

 

 

Commercial
Mortgage

 

 

Residential
Real Estate
Loans

 

 

Residential
Real Estate
Lines

 

 

Consumer
Indirect

 

 

Other
Consumer

 

 

Total

 

Three months ended June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

12,670

 

 

$

22,672

 

 

$

3,109

 

 

$

482

 

 

$

10,557

 

 

$

338

 

 

$

49,828

 

Charge-offs

 

 

(92

)

 

 

 

 

 

(56

)

 

 

 

 

 

(1,157

)

 

 

(424

)

 

 

(1,729

)

Recoveries

 

 

379

 

 

 

7

 

 

 

59

 

 

 

 

 

 

1,583

 

 

 

95

 

 

 

2,123

 

(Benefit) provision

 

 

(1,952

)

 

 

(1,017

)

 

 

(813

)

 

 

(87

)

 

 

(235

)

 

 

247

 

 

 

(3,857

)

Ending balance

 

$

11,005

 

 

$

21,662

 

 

$

2,299

 

 

$

395

 

 

$

10,748

 

 

$

256

 

 

$

46,365

 

Six months ended June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

 

13,580

 

 

 

21,763

 

 

 

3,924

 

 

 

674

 

 

 

12,165

 

 

 

314

 

 

 

52,420

 

Charge-offs

 

 

(178

)

 

 

(203

)

 

 

(67

)

 

 

(70

)

 

 

(3,570

)

 

 

(505

)

 

 

(4,593

)

Recoveries

 

 

617

 

 

 

7

 

 

 

64

 

 

 

 

 

 

3,253

 

 

 

159

 

 

 

4,100

 

(Benefit) provision

 

 

(3,014

)

 

 

95

 

 

 

(1,622

)

 

 

(209

)

 

 

(1,100

)

 

 

288

 

 

 

(5,562

)

Ending balance

 

$

11,005

 

 

$

21,662

 

 

$

2,299

 

 

$

395

 

 

$

10,748

 

 

$

256

 

 

$

46,365

 

 

 

23


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(6.) LOANS (Continued)

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, including the impact of the COVID-19 pandemic on small to mid-sized business in our market area, 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, including the impact of the COVID-19 pandemic on influencing the ability of the tenants to pay rent at these properties, 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, including the impact of the COVID-19 pandemic on the employment income of these borrowers, 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 inflation and adverse personal circumstances such as job loss, illness or personal bankruptcy, including the heightened risk that such circumstances may arise as a result of the COVID-19 pandemic. 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.

 

(7.) LEASES

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 2061. One building lease was subleased with terms that extended through December 31, 2022.

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

 

2022

 

 

2021

 

Operating Lease Right of Use Assets:

 

 

 

 

 

 

 

 

Gross carrying amount

 

Other assets

 

$

27,239

 

 

$

27,063

 

Accumulated amortization

 

Other assets

 

 

(5,989

)

 

 

(4,993

)

Net book value

 

 

 

$

21,250

 

 

$

22,070

 

 

 

 

 

 

 

 

 

 

Operating Lease Liabilities:

 

 

 

 

 

 

 

 

Right of use lease obligations

 

Other liabilities

 

$

23,193

 

 

$

23,867

 

 

The weighted average remaining lease term for operating leases was 24.0 years at June 30, 2022 and the weighted-average discount rate used in the measurement of operating lease liabilities was 3.72%. The Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term for the discount rate.

24


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(7.) LEASES (Continued)

The following table represents lease costs and other lease information:

 

 

 

Three months ended
June 30,

 

 

Six months ended
June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Lease costs:

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease costs

 

$

664

 

 

$

795

 

 

$

1,332

 

 

$

1,475

 

Variable lease costs (1)

 

 

132

 

 

 

90

 

 

 

245

 

 

 

188

 

Sublease income

 

 

(11

)

 

 

(12

)

 

 

(23

)

 

 

(23

)

Net lease costs

 

$

785

 

 

$

873

 

 

$

1,554

 

 

$

1,640

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

714

 

 

$

688

 

 

$

1,357

 

 

$

1,349

 

Right of use assets obtained in exchange for new operating lease liabilities

 

$

100

 

 

$

3,314

 

 

$

190

 

 

$

4,178

 

 

(1)
Variable lease costs primarily represent variable payments such as common area maintenance, insurance, taxes and utilities.

 

Future minimum payments under non-cancellable operating leases with initial or remaining terms of one year or more, are as follows at June 30, 2022 (in thousands):

 

Twelve months ended June 30,

 

 

2023

$

1,091

 

2024

 

1,769

 

2025

 

1,456

 

2026

 

1,382

 

2027

 

1,299

 

Thereafter

 

29,573

 

Total future minimum operating lease payments

 

36,570

 

Amounts representing interest

 

(13,377

)

Present value of net future minimum operating lease payments

$

23,193

 

 

(1)
Operating lease payments exclude $14.5 million of future minimum lease payments for leases signed but not yet commenced.

 

25


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(8.) GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The carrying amount of goodwill totaled $67.1 million as of both June 30, 2022 and December 31, 2021. The Company performs a goodwill impairment test on an annual basis as of October 1st or more frequently if events and circumstances warrant.

 

 

 

Banking

 

 

All Other (1)

 

 

Total

 

Balance, December 31, 2021

 

$

48,536

 

 

$

18,535

 

 

$

67,071

 

Acquisitions

 

 

 

 

 

 

 

 

 

Balance, June 30, 2022

 

$

48,536

 

 

$

18,535

 

 

$

67,071

 

 

(1) All Other includes the SDN, Courier Capital and HNP Capital reporting units

 

Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Based on the decrease in Company stock price in 2022, along with a reduction in the Company's outstanding shares due to share repurchases in 2021 and 2022, a goodwill impairment test was performed in the second quarter of 2022. Based on its qualitative assessment, the Company concluded that it was not more likely than not that goodwill was impaired as of June 30, 2022. Therefore no quantitative assessment was deemed necessary as of June 30, 2022.

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,

 

 

 

2022

 

 

2021

 

Core deposit intangibles:

 

 

 

 

 

 

Gross carrying amount

 

$

2,042

 

 

$

2,042

 

Accumulated amortization

 

 

(2,042

)

 

 

(2,039

)

Net book value

 

$

 

 

$

3

 

 

 

 

 

 

 

 

Other intangibles:

 

 

 

 

 

 

Gross carrying amount

 

$

14,545

 

 

$

14,545

 

Accumulated amortization

 

 

(7,719

)

 

 

(7,219

)

Net book value

 

$

6,826

 

 

$

7,326

 

 

Amortization expense for total other intangible assets was $249 thousand and $503 thousand for the three and six months ended June 30, 2022, and $266 thousand and $537 thousand for the three and six months ended June 30, 2021. As of June 30, 2022, the estimated amortization expense of other intangible assets for the remainder of 2022 and each of the next five years is as follows (in thousands):

 

2022 (remainder of year)

$

482

 

2023

 

910

 

2024

 

838

 

2025

 

766

 

2026

 

694

 

2027

 

623

 

 

(9.) OTHER ASSETS

A summary of other assets as of the dates indicated are as follows (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Operating lease right of use assets

 

$

21,250

 

 

$

22,070

 

Tax credit investments

 

 

56,970

 

 

 

57,010

 

Derivative instruments

 

 

38,198

 

 

 

16,504

 

Collateral on derivative instruments

 

 

 

 

 

4,640

 

Other

 

 

104,324

 

 

 

72,976

 

Total other assets

 

$

220,742

 

 

$

173,200

 

 

26


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(10.) 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 uses interest rate caps and interest rate swaps 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 2022 and in 2021, such derivatives were used to hedge the variable cash flows associated with short-term borrowings. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a period of approximately 60 months. As of June 30, 2022, the Company had one outstanding forward starting interest rate derivative with a notional value of $50.0 million that was designated as a cash flow hedge of interest rate risk. The derivative became effective in April 2022 at a pay fixed strike price of 0.787% and matures April 2027.

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. During the next twelve months, the Company estimates that $1.2 million will be reclassified as a decrease 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.

27


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

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

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.

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, 2022 and December 31, 2021 (in thousands):

 

 

 

 

 

 

 

 

 

Asset derivatives

 

 

Liability derivatives

 

 

 

Gross notional
amount

 

 

Balance

 

Fair value

 

 

Balance

 

Fair value

 

 

 

June 30,
2022

 

 

December 31,
2021

 

 

sheet
line item

 

June 30,
2022

 

 

December 31,
2021

 

 

sheet
line item

 

June 30,
2022

 

 

December 31,
2021

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow hedges

 

$

50,000

 

 

$

50,000

 

 

Other assets

 

$

5,048

 

 

$

1,559

 

 

Other liabilities

 

$

 

 

$

 

Total derivatives

 

$

50,000

 

 

$

50,000

 

 

 

 

$

5,048

 

 

$

1,559

 

 

 

 

$

 

 

$

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps (1)

 

 

942,004

 

 

 

820,693

 

 

Other assets

 

 

33,033

 

 

 

14,702

 

 

Other liabilities

 

 

33,037

 

 

 

14,708

 

Credit contracts

 

 

116,104

 

 

 

106,671

 

 

Other assets

 

 

 

 

 

 

 

Other liabilities

 

 

 

 

 

1

 

Mortgage banking

 

 

14,614

 

 

 

18,199

 

 

Other assets

 

 

117

 

 

 

243

 

 

Other liabilities

 

 

90

 

 

 

4

 

Total derivatives

 

$

1,072,722

 

 

$

945,563

 

 

 

 

$

33,150

 

 

$

14,945

 

 

 

 

$

33,127

 

 

$

14,713

 

 

(1)
The Company has posted collateral of $40.3 million against its net obligations under these contracts at June 30, 2022, and secured its net obligations under these contracts with $4.0 million in cash at December 31, 2021.

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, 2022 and 2021 (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

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest rate swaps

 

Income from derivative instruments, net

 

 

596

 

 

 

(333

)

 

 

1,358

 

 

 

1,439

 

Credit contracts

 

Income from derivative instruments, net

 

 

18

 

 

 

(12

)

 

 

18

 

 

 

36

 

Mortgage banking

 

Income from derivative instruments, net

 

 

31

 

 

 

(247

)

 

 

(212

)

 

 

(192

)

Total undesignated

 

 

 

$

645

 

 

$

(592

)

 

$

1,164

 

 

$

1,283

 

 

 

28


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(11.) SHAREHOLDERS’ EQUITY

Common Stock

The changes in shares of common stock were as follows for the three and six months ended June 30, 2022 and 2021:

 

 

 

Outstanding

 

 

Treasury

 

 

Issued

 

2022

 

 

 

 

 

 

 

 

 

Shares at December 31, 2021

 

 

15,745,453

 

 

 

354,103

 

 

 

16,099,556

 

Restricted stock units released

 

 

23,271

 

 

 

(23,271

)

 

 

 

Treasury stock purchases

 

 

(469,647

)

 

 

469,647

 

 

 

 

Shares at March 31, 2022

 

 

15,299,077

 

 

 

800,479

 

 

 

16,099,556

 

Restricted stock awards issued

 

 

11,300

 

 

 

(11,300

)

 

 

 

Stock awards

 

 

3,848

 

 

 

(3,848

)

 

 

 

Restricted stock units released

 

 

31,141

 

 

 

(31,141

)

 

 

 

Treasury stock purchases

 

 

(11,275

)

 

 

11,275

 

 

 

 

Shares at June 30, 2022

 

 

15,334,091

 

 

 

765,465

 

 

 

16,099,556

 

2021

 

 

 

 

 

 

 

 

 

Shares at December 31, 2020

 

 

16,041,926

 

 

 

57,630

 

 

 

16,099,556

 

Shares issued for Landmark Group acquisition

 

 

12,831

 

 

 

(12,831

)

 

 

 

Restricted stock units released

 

 

18,819

 

 

 

(18,819

)

 

 

 

Treasury stock purchases

 

 

(244,677

)

 

 

244,677

 

 

 

 

Shares at March 31, 2021

 

 

15,828,899

 

 

 

270,657

 

 

 

16,099,556

 

Restricted stock awards issued

 

 

9,350

 

 

 

(9,350

)

 

 

 

Stock awards

 

 

3,680

 

 

 

(3,680

)

 

 

 

Shares at June 30, 2021

 

 

15,841,929

 

 

 

257,627

 

 

 

16,099,556

 

 

Share Repurchase Programs

In June 2022, the Company's Board of Directors (the "Board") authorized a share repurchase program for up to 766,447 shares of common stock (the "2022 Share Repurchase Program"). Repurchased shares are recorded in treasury stock, at cost, which includes any applicable transaction costs. As of June 30, 2022, there were 766,447 shares remaining for repurchase under the 2022 Share Repurchase Program.

In November 2020, the Board authorized a share repurchase program for up to 801,879 shares of common stock (the "2020 Share Repurchase Program"). The 2020 Share Repurchase Program was completed in March 2022. Under the 2020 Share Repurchase Program, 461,191 shares were repurchased at an average price of $31.99 during the three months ended March 31, 2022, and 340,688 shares were repurchased during the year ended December 31, 2021.

 

 

29


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(12.) ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following tables present the components of other comprehensive (loss) income for the three and six months ended June 30, 2022 and 2021 (in thousands):

 

 

 

Pre-tax
Amount

 

 

Tax
Effect

 

 

Net-of-tax
Amount

 

Three months ended June 30, 2022

 

 

 

 

 

 

 

 

 

Securities available for sale and transferred securities:

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

$

(44,966

)

 

$

(11,520

)

 

$

(33,446

)

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

 

 

41

 

 

 

10

 

 

 

31

 

Total securities available for sale and transferred securities

 

 

(44,925

)

 

 

(11,510

)

 

 

(33,415

)

Hedging derivative instruments:

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

 

991

 

 

 

254

 

 

 

737

 

Pension and post-retirement obligations:

 

 

 

 

 

 

 

 

 

Amortization of prior service credit included in income

 

 

 

 

 

 

 

 

 

Amortization of net actuarial loss included in income

 

 

64

 

 

 

17

 

 

 

47

 

Total pension and post-retirement obligations

 

 

64

 

 

 

17

 

 

 

47

 

Other comprehensive loss

 

$

(43,870

)

 

$

(11,239

)

 

$

(32,631

)

Six months ended June 30, 2022

 

 

 

 

 

 

 

 

 

Securities available for sale and transferred securities:

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

$

(119,983

)

 

$

(30,741

)

 

$

(89,242

)

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

 

 

72

 

 

 

18

 

 

 

54

 

Total securities available for sale and transferred securities

 

 

(119,911

)

 

 

(30,723

)

 

 

(89,188

)

Hedging derivative instruments:

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

 

3,462

 

 

 

887

 

 

 

2,575

 

Pension and post-retirement obligations:

 

 

 

 

 

 

 

 

 

Amortization of prior service credit included in income

 

 

 

 

 

 

 

 

 

Amortization of net actuarial loss included in income

 

 

128

 

 

 

33

 

 

 

95

 

Total pension and post-retirement obligations

 

 

128

 

 

 

33

 

 

 

95

 

Other comprehensive loss

 

$

(116,321

)

 

$

(29,803

)

 

$

(86,518

)

 

(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.

 

30


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

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

 

 

 

Pre-tax
Amount

 

 

Tax
Effect

 

 

Net-of-tax
Amount

 

Three months ended June 30, 2021

 

 

 

 

 

 

 

 

 

Securities available for sale and transferred securities:

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

$

6,661

 

 

$

1,707

 

 

$

4,954

 

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

 

 

64

 

 

 

16

 

 

 

48

 

Total securities available for sale and transferred securities

 

 

6,725

 

 

 

1,723

 

 

 

5,002

 

Hedging derivative instruments:

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

 

(674

)

 

 

(173

)

 

 

(501

)

Pension and post-retirement obligations:

 

 

 

 

 

 

 

 

 

Amortization of prior service credit included in income

 

 

 

 

 

 

 

 

 

Amortization of net actuarial loss included in income

 

 

185

 

 

 

48

 

 

 

137

 

Total pension and post-retirement obligations

 

 

185

 

 

 

48

 

 

 

137

 

Other comprehensive income

 

$

6,236

 

 

$

1,598

 

 

$

4,638

 

Six months ended June 30, 2021

 

 

 

 

 

 

 

 

 

Securities available for sale and transferred securities:

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

$

(12,701

)

 

$

(3,254

)

 

$

(9,447

)

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

 

 

63

 

 

 

16

 

 

 

47

 

Total securities available for sale and transferred securities

 

 

(12,638

)

 

 

(3,238

)

 

 

(9,400

)

Hedging derivative instruments:

 

 

 

 

 

 

 

 

 

Change in unrealized gain/loss during the period

 

 

1,429

 

 

 

366

 

 

 

1,063

 

Pension and post-retirement obligations:

 

 

 

 

 

 

 

 

 

Amortization of prior service credit included in income

 

 

(1

)

 

 

 

 

 

(1

)

Amortization of net actuarial loss included in income

 

 

371

 

 

 

95

 

 

 

276

 

Total pension and post-retirement obligations

 

 

370

 

 

 

95

 

 

 

275

 

Other comprehensive loss

 

$

(10,839

)

 

$

(2,777

)

 

$

(8,062

)

 

(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.

 

31


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

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

Activity in accumulated other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2022 and 2021 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, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

2,998

 

 

$

(60,744

)

 

$

(9,348

)

 

$

(67,094

)

Other comprehensive income (loss) before reclassifications

 

 

737

 

 

 

(33,446

)

 

 

 

 

 

(32,709

)

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

 

 

 

31

 

 

 

47

 

 

 

78

 

Net current period other comprehensive income (loss)

 

 

737

 

 

 

(33,415

)

 

 

47

 

 

 

(32,631

)

Balance at end of period

 

$

3,735

 

 

$

(94,159

)

 

$

(9,301

)

 

$

(99,725

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1,160

 

 

$

(4,971

)

 

$

(9,396

)

 

$

(13,207

)

Other comprehensive income (loss) before reclassifications

 

 

2,575

 

 

 

(89,242

)

 

 

 

 

 

(86,667

)

Amounts reclassified from accumulated other comprehensive
   income (loss)

 

 

 

 

 

54

 

 

 

95

 

 

 

149

 

Net current period other comprehensive income (loss)

 

 

2,575

 

 

 

(89,188

)

 

 

95

 

 

 

(86,518

)

Balance at end of period

 

$

3,735

 

 

$

(94,159

)

 

$

(9,301

)

 

$

(99,725

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1,248

 

 

$

341

 

 

$

(12,161

)

 

$

(10,572

)

Other comprehensive income before reclassifications

 

 

(501

)

 

 

4,954

 

 

 

 

 

 

4,453

 

Amounts reclassified from accumulated other comprehensive (loss) income

 

 

 

 

 

48

 

 

 

137

 

 

 

185

 

Net current period other comprehensive income (loss)

 

 

(501

)

 

 

5,002

 

 

 

137

 

 

 

4,638

 

Balance at end of period

 

$

747

 

 

$

5,343

 

 

$

(12,024

)

 

$

(5,934

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(316

)

 

$

14,743

 

 

$

(12,299

)

 

$

2,128

 

Other comprehensive (loss) income before reclassifications

 

 

1,063

 

 

 

(9,447

)

 

 

 

 

 

(8,384

)

Amounts reclassified from accumulated other comprehensive
   (loss) income

 

 

 

 

 

47

 

 

 

275

 

 

 

322

 

Net current period other comprehensive income (loss)

 

 

1,063

 

 

 

(9,400

)

 

 

275

 

 

 

(8,062

)

Balance at end of period

 

$

747

 

 

$

5,343

 

 

$

(12,024

)

 

$

(5,934

)

 

 

32


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

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

The following table presents the amounts reclassified out of each component of accumulated other comprehensive (loss) income for the three and six months ended June 30, 2022 and 2021 (in thousands):

 

Details About Accumulated Other
Comprehensive Income (Loss) Components

 

Amount Reclassified from
Accumulated Other
Comprehensive
(Loss) Income

 

 

Affected Line Item in the
Consolidated Statement of Income

 

 

Three months ended
June 30,

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

 

 

Realized loss on sale of investment securities

 

$

(15

)

 

$

(3

)

 

Net (loss) gain on investment securities

Amortization of unrealized holding gain
   on investment securities transferred from
   available for sale to held to maturity

 

 

(26

)

 

 

(61

)

 

Interest income

 

 

 

(41

)

 

 

(64

)

 

Total before tax

 

 

 

10

 

 

 

16

 

 

Income tax expense

 

 

 

(31

)

 

 

(48

)

 

Net of tax

Amortization of pension and post-retirement items:

 

 

 

 

 

 

 

 

Prior service credit (1)

 

 

 

 

 

 

 

Salaries and employee benefits

Net actuarial losses (1)

 

 

(64

)

 

 

(185

)

 

Salaries and employee benefits

 

 

 

(64

)

 

 

(185

)

 

Total before tax

 

 

 

17

 

 

 

48

 

 

Income tax benefit

 

 

 

(47

)

 

 

(137

)

 

Net of tax

Total reclassified for the period

 

$

(78

)

 

$

(185

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended

 

 

 

 

 

June 30,

 

 

 

 

 

2022

 

 

2021

 

 

 

Realized (loss) gain on sale of investment securities

 

$

(15

)

 

$

71

 

 

Net (loss) gain on investment securities

Amortization of unrealized holding gains
   on investment securities transferred from
   available for sale to held to maturity

 

 

(57

)

 

 

(134

)

 

Interest income

 

 

 

(72

)

 

 

(63

)

 

Total before tax

 

 

 

18

 

 

 

16

 

 

Income tax expense

 

 

 

(54

)

 

 

(47

)

 

Net of tax

Amortization of pension and post-retirement items:

 

 

 

 

 

 

 

 

Prior service credit (1)

 

 

 

 

 

1

 

 

Salaries and employee benefits

Net actuarial losses (1)

 

 

(128

)

 

 

(371

)

 

Salaries and employee benefits

 

 

 

(128

)

 

 

(370

)

 

Total before tax

 

 

 

33

 

 

 

95

 

 

Income tax benefit

 

 

 

(95

)

 

 

(275

)

 

Net of tax

Total reclassified for the period

 

$

(149

)

 

$

(322

)

 

 

 

(1) These items are included in the computation of net periodic pension expense. See Note 14 – Employee Benefit Plans for additional information.

 

33


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(13.) 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 Amended and Restated 2015 Long-Term Incentive Plan uses metrics that measure the Company's performance on a relative basis against a peer group, which was defined as the SNL Small Cap Bank & Thrift Index. The SNL Small Cap Bank & Thrift Index was discontinued August 7, 2021 and was replaced with the S&P U.S. SmallCap Banks Index. As the award agreements do not contain successor language pertaining to the removal or modification of an index, the MD&C Committee approved the application of the survivorship peer group with the S&P U.S. SmallCap Banks Index used as the basis for measuring relative performance of existing awards.

The MD&C Committee approved the grant of restricted stock units (“RSUs”) and performance share units (“PSUs”) shown in the table below during the six months ended June 30, 2022.

 

 

 

Number of
   Underlying
Shares

 

 

Weighted
Average
Per Share
   Grant Date
Fair Value

 

RSUs

 

 

79,140

 

 

$

29.35

 

PSUs

 

 

29,324

 

 

 

29.35

 

 

The grant-date fair value for the RSUs and PSUs granted during the six months ended June 30, 2022 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.

The Company awarded grants of PSUs to certain members of management during the six months ended June 30, 2022. Fifty percent of shares subject to each grant that ultimately vest are contingent on achieving specified return on average equity (“ROAE”) targets relative to the 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 ROAE performance requirement, on a percentile basis, compared to the market index over a three-year performance period ending March 16, 2025. The shares earned based on the achievement of the ROAE 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 are contingent upon achievement of an average return on average assets ("ROAA") performance requirement over a three-year performance period ending March 16, 2025. The shares earned based on the achievement of the ROAA performance requirement, if any, will vest of the third anniversary of the grant date assuming the recipient's continuous service to the Company. If earned at target level, members of management will receive up to 29,324 shares of our common stock in the aggregate.

The grant-date fair values for both the ROAE and the ROAA portions of PSUs granted during the six months ended June 30, 2022 are 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.

The following is a summary of restricted stock awards and restricted stock units activity for the six months ended June 30, 2022:

 

 

 

Number of
Shares

 

 

Weighted
Average
Market
Price at
Grant Date

 

Outstanding at beginning of year

 

 

195,990

 

 

$

26.56

 

Granted

 

 

119,764

 

 

 

29.08

 

Vested

 

 

(60,362

)

 

 

26.38

 

Forfeited

 

 

(2,000

)

 

 

26.56

 

Outstanding at end of period

 

 

253,392

 

 

$

27.80

 

 

At June 30, 2022, there was $4.7 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 2.23 years.

34


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

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

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,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Salaries and employee benefits

 

$

760

 

 

$

383

 

 

$

1,166

 

 

$

571

 

Other noninterest expense

 

 

187

 

 

 

179

 

 

 

224

 

 

 

207

 

Total share-based compensation expense

 

$

947

 

 

$

562

 

 

$

1,390

 

 

$

778

 

 

 

(14.) 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,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Service cost

 

$

871

 

 

$

1,049

 

 

$

1,742

 

 

$

2,098

 

Interest cost on projected benefit obligation

 

 

647

 

 

 

551

 

 

 

1,294

 

 

 

1,102

 

Expected return on plan assets

 

 

(1,141

)

 

 

(1,307

)

 

 

(2,282

)

 

 

(2,613

)

Amortization of unrecognized prior service credit

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Amortization of unrecognized net actuarial loss

 

 

64

 

 

 

186

 

 

 

128

 

 

 

371

 

Net periodic benefit expense

 

$

441

 

 

$

478

 

 

$

882

 

 

$

957

 

 

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 2022 fiscal year.

 

(15.) COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance Sheet Risk

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,
2022

 

 

December 31,
2021

 

Commitments to extend credit

 

$

1,120,253

 

 

$

936,298

 

Standby letters of credit

 

 

15,785

 

 

 

24,913

 

 

35


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(15.) COMMITMENTS AND CONTINGENCIES (Continued)

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.

Unfunded Commitments

At June 30, 2022 and December 31, 2021, the allowance for credit losses for unfunded commitments totaled $2.2 million and $1.8 million, respectively, and was included in other liabilities on the Company's consolidated statements of financial condition. The credit loss expense (benefit) for unfunded commitments was as follows (in thousands):

 

 

Three months ended
June 30,

 

 

Six months ended
June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Credit loss expense (benefit) for unfunded commitments

 

$

119

 

 

$

(765

)

 

$

360

 

 

$

(1,040

)

Contingent Liabilities and Litigation

In the ordinary course of business, there are various threatened and pending legal proceedings against the Company. Management believes that the aggregate liability, if any, arising from such litigation, except for the matter described below, would not have a material adverse effect on the Company’s consolidated financial statements.

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 10, 2022 and as disclosed in Part II, Item 1 of this Quarterly Report on Form 10-Q, the Company is party to an action filed against it on May 16, 2017 by Matthew L. Chipego, Charlene Mowry, Constance C. Churchill and Joseph W. Ewing in the Court of Common Pleas in Philadelphia, Pennsylvania. Plaintiffs sought class certification to represent classes of consumers in New York and Pennsylvania along with statutory damages, interest and declaratory relief. The plaintiffs sought to represent a putative class of consumers who are alleged to have obtained direct or indirect financing from the Company for the purchase of vehicles that the Company later repossessed. The plaintiffs specifically claim that the notices the Bank sent to defaulting consumers after their vehicles were repossessed did not comply with the relevant portions of the Uniform Commercial Code in New York and Pennsylvania. The Company disputes and believes it has meritorious defenses against these claims and plan to vigorously defend itself.

On September 30, 2021, the Court granted plaintiffs’ motion for class certification and certified four different classes (two classes of New York consumers and two classes of Pennsylvania consumers). There are approximately 5,200 members in the New York classes and 300 members in the Pennsylvania classes. The Company is currently awaiting a ruling from the Superior Court of Pennsylvania on its motion seeking permission to appeal the denial of its motion to dismiss the action for lack of standing. On February 8, 2022, plaintiffs filed a motion for partial summary judgement for most of the relief they seek. The Company filed a cross motion for summary judgement seeking the dismissal of a portion of the class and sought an offset in the form of recoupment which reduces any liability that may be imposed against the Company by the amounts that the borrowers owe to the Bank for failing to repay their motor vehicle loans. At this time, the briefing on the motions for partial summary judgment is complete. Although the Court has indicated a hearing would be held on these motions, it has not been scheduled and the Company has no indication of when or if such a hearing will in fact be held. In addition, on April 25, 2022, the Pennsylvania Supreme Court declared unconstitutional a statute on which the Court may have based jurisdiction in this case. Therefore, on June 27, 2022, the Company has filed a motion for reconsideration of the Court's June 5, 2018 decision overruling the Company's preliminary objections based on lack of personal jurisdiction as to the New York plaintiffs. Plaintiffs have responded to that motion claiming an alternative basis for jurisdiction. Discovery is now ongoing and through a Case Management Order dated February 10, 2022, it must be completed by October 3, 2022. Based on the current schedule, pre-trial motions must be submitted by November 21, 2022, and the case must be ready for trial on March 6, 2023. The Company has not accrued a contingent liability for this matter at this time because, given its defenses, it is unable to conclude whether a liability is probable to occur nor is it able to currently reasonably estimate the amount of potential loss.

If the Company settles these claims or the action is not resolved in its favor, the Company may suffer reputational damage and incur legal costs, settlements or judgments that exceed the amounts covered by its existing insurance policies. The Company can provide no assurances that its insurer will insure the legal costs, settlements or judgments it incurs in excess of its deductible. If the Company is unsuccessful in defending itself from these claims or if its insurer does not insure the Company against legal costs it incurs in excess of its deductible, the result may materially adversely affect the Company's business, results of operations and financial condition.

 

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(16.) 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.

37


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(16.) 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 loans: Fair value of collateral dependent loans with specific allocations of the allowance for credit losses – loans 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. Collateral dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above.

Long-lived assets held for sale: The fair value of the long-lived assets held for sale was based on estimated market prices from independently prepared current appraisals and are classified as Level 3 in the fair value hierarchy.

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 management believes 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.

38


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(16.) 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 nonrecurring 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, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Measured on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency and government sponsored enterprises

 

$

 

 

$

22,190

 

 

$

 

 

$

22,190

 

Mortgage-backed securities

 

 

 

 

 

1,034,828

 

 

 

 

 

 

1,034,828

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Hedging derivative instruments

 

 

 

 

 

5,048

 

 

 

 

 

 

5,048

 

Fair value adjusted through comprehensive income

 

$

 

 

$

1,062,066

 

 

$

 

 

$

1,062,066

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments - interest rate swaps

 

 

 

 

 

33,033

 

 

 

 

 

 

33,033

 

Derivative instruments - credit contracts

 

 

 

 

 

 

 

 

 

 

 

-

 

Derivative instruments - mortgage banking

 

 

 

 

 

117

 

 

 

 

 

 

117

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments - interest rate swaps

 

 

 

 

 

(33,037

)

 

 

 

 

 

(33,037

)

Derivative instruments - credit contracts

 

 

 

 

 

 

 

 

 

 

 

-

 

Derivative instruments - mortgage banking

 

 

 

 

 

(90

)

 

 

 

 

 

(90

)

Fair value adjusted through net income

 

$

 

 

$

23

 

 

$

 

 

$

23

 

Measured on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

 

 

$

4,265

 

 

$

 

 

$

4,265

 

Collateral dependent loans

 

 

 

 

 

 

 

 

21,008

 

 

 

21,008

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Long-lived assets held for sale

 

 

 

 

 

 

 

 

1,813

 

 

 

1,813

 

Loan servicing rights

 

 

 

 

 

 

 

 

1,498

 

 

 

1,498

 

Total

 

$

 

 

$

4,265

 

 

$

24,319

 

 

$

28,584

 

 

There were no transfers between Levels 1 and 2 during the six months ended June 30, 2022. There were no liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2022.

 

39


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(16.) 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, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Measured on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies and government sponsored enterprises

 

$

 

 

$

15,891

 

 

$

 

 

$

15,891

 

Mortgage-backed securities

 

 

 

 

 

1,162,624

 

 

 

 

 

 

1,162,624

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Hedging derivative instruments

 

 

 

 

 

1,559

 

 

 

 

 

 

1,559

 

Fair value adjusted through comprehensive income

 

$

 

 

$

1,180,074

 

 

$

 

 

$

1,180,074

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments – interest rate products

 

$

 

 

$

14,702

 

 

$

 

 

$

14,702

 

Derivative instruments – credit contracts

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments – mortgage banking

 

 

 

 

 

243

 

 

 

 

 

 

243

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments – interest rate products

 

 

 

 

 

(14,708

)

 

 

 

 

 

(14,708

)

Derivative instruments – credit contracts

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Derivative instruments – mortgage banking

 

 

 

 

 

(4

)

 

 

 

 

 

(4

)

Fair value adjusted through net income

 

$

 

 

$

232

 

 

$

 

 

$

232

 

Measured on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

 

 

$

6,202

 

 

$

 

 

$

6,202

 

Collateral dependent loans

 

 

 

 

 

 

 

 

33,484

 

 

 

33,484

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Long-lived assets held for sale

 

 

 

 

 

 

 

 

2,560

 

 

 

2,560

 

Loan servicing rights

 

 

 

 

 

 

 

 

1,517

 

 

 

1,517

 

Total

 

$

 

 

$

6,202

 

 

$

37,561

 

 

$

43,763

 

 

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 as of June 30, 2022 (dollars in thousands).

 

Asset

 

Fair
Value

 

 

Valuation Technique

 

Unobservable Input

 

Unobservable Input
Value or Range

Collateral dependent loans

 

$

21,008

 

 

Appraisal of collateral (1)

 

Appraisal adjustments (2)

 

24.7% (3) / 0 - 45%

Loan servicing rights

 

$

1,498

 

 

Discounted cash flow

 

Discount rate

 

10.2% (3)

 

 

 

 

 

 

 

Constant prepayment rate

 

14.4% (3)

Long-lived assets held for sale

 

$

1,813

 

 

Appraisal of collateral (1)

 

Appraisal adjustments (2)

 

11-40%

 

(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.

 

40


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(16.) FAIR VALUE MEASUREMENTS (Continued)

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, 2022 and 2021.

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, 2022

 

 

December 31, 2021

 

 

 

Fair Value

 

 

 

 

Estimated

 

 

 

 

 

Estimated

 

 

 

Measurement

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

 

Hierarchy

 

Amount

 

 

Value

 

 

Amount

 

 

Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

Level 1

 

$

109,705

 

 

$

109,705

 

 

$

79,112

 

 

$

79,112

 

Securities available for sale

 

Level 2

 

 

1,057,018

 

 

 

1,057,018

 

 

 

1,178,515

 

 

 

1,178,515

 

Securities held to maturity, net

 

Level 2

 

 

204,933

 

 

 

195,451

 

 

 

205,581

 

 

 

209,820

 

Loans held for sale

 

Level 2

 

 

4,265

 

 

 

4,265

 

 

 

6,202

 

 

 

6,202

 

Loans

 

Level 2

 

 

3,700,558

 

 

 

3,643,397

 

 

 

3,606,276

 

 

 

3,642,351

 

Loans (1)

 

Level 3

 

 

21,008

 

 

 

21,008

 

 

 

33,484

 

 

 

33,484

 

Long-lived assets held for sale

 

Level 3

 

 

1,813

 

 

 

1,813

 

 

 

2,560

 

 

 

2,560

 

Accrued interest receivable

 

Level 1

 

 

15,872

 

 

 

15,872

 

 

 

15,482

 

 

 

15,482

 

Derivative instruments – cash flow hedges

 

Level 2

 

 

5,048

 

 

 

5,048

 

 

 

1,559

 

 

 

1,559

 

Derivative instruments – interest rate products

 

Level 2

 

 

33,033

 

 

 

33,033

 

 

 

14,702

 

 

 

14,702

 

Derivative instruments – credit contracts

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments – mortgage banking

 

Level 2

 

 

117

 

 

 

117

 

 

 

243

 

 

 

243

 

FHLB and FRB stock

 

Level 2

 

 

15,098

 

 

 

15,098

 

 

 

10,770

 

 

 

10,770

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-maturity deposits

 

Level 1

 

 

3,837,307

 

 

 

3,837,307

 

 

 

3,905,136

 

 

 

3,905,136

 

Time deposits

 

Level 2

 

 

983,209

 

 

 

975,166

 

 

 

921,954

 

 

 

920,699

 

Short-term borrowings

 

Level 1

 

 

109,000

 

 

 

109,000

 

 

 

30,000

 

 

 

30,000

 

Long-term borrowings

 

Level 2

 

 

74,067

 

 

 

72,519

 

 

 

73,911

 

 

 

77,792

 

Accrued interest payable

 

Level 1

 

 

1,805

 

 

 

1,805

 

 

 

2,147

 

 

 

2,147

 

Derivative instruments – cash flow hedges

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments – interest rate products

 

Level 2

 

 

33,037

 

 

 

33,037

 

 

 

14,708

 

 

 

14,708

 

Derivative instruments – credit contracts

 

Level 2

 

 

 

 

 

 

 

 

1

 

 

 

1

 

Derivative instruments – mortgage banking

 

Level 2

 

 

90

 

 

 

90

 

 

 

4

 

 

 

4

 

 

(1) Comprised of collateral dependent loans.

 

41


Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(17.) SEGMENT REPORTING

The Company has one reportable segment, Banking, which includes all of the Company’s retail and commercial banking operations. This reportable segment has been identified and organized based on the nature of the underlying products and services applicable to the 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.

All other segments that do not meet the quantitative threshold for separate reporting have been grouped as “All Other.” This “All Other” grouping 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, and Holding Company amounts, which are the primary differences between segment amounts and consolidated totals, 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

 

 

All Other

 

 

Consolidated
Totals

 

June 30, 2022

 

 

 

 

 

 

 

 

 

Goodwill

 

$

48,536

 

 

$

18,535

 

 

$

67,071

 

Other intangible assets, net

 

 

1

 

 

 

6,825

 

 

 

6,826

 

Total assets

 

 

5,529,426

 

 

 

38,772

 

 

 

5,568,198

 

December 31, 2021

 

 

 

 

 

 

 

 

 

Goodwill

 

$

48,536

 

 

$

18,535

 

 

$

67,071

 

Other intangible assets, net

 

 

3

 

 

 

7,326

 

 

 

7,329

 

Total assets

 

 

5,481,889

 

 

 

38,890

 

 

 

5,520,779

 

 

 

 

 

Banking

 

 

All Other (1)

 

 

Consolidated
Totals

 

Three months ended June 30, 2022

 

 

 

 

 

 

 

 

 

Net interest income (expense)

 

$

42,658

 

 

$

(1,061

)

 

$

41,597

 

Provision for credit losses

 

 

(563

)

 

 

 

 

 

(563

)

Noninterest income

 

 

7,701

 

 

 

3,659

 

 

 

11,360

 

Noninterest expense

 

 

(28,892

)

 

 

(3,995

)

 

 

(32,887

)

Income (loss) before income taxes

 

 

20,904

 

 

 

(1,397

)

 

 

19,507

 

Income tax (expense) benefit

 

 

(4,239

)

 

 

380

 

 

 

(3,859

)

Net income (loss)

 

$

16,665

 

 

$

(1,017

)

 

$

15,648

 

Six months ended June 30, 2022

 

 

 

 

 

 

 

 

 

Net interest income (expense)

 

$

83,276

 

 

$

(2,121

)

 

$

81,155

 

Provision for credit losses

 

 

(2,882

)

 

 

 

 

 

(2,882

)

Noninterest income

 

 

14,328

 

 

 

8,354

 

 

 

22,682

 

Noninterest expense

 

 

(54,764

)

 

 

(8,258

)

 

 

(63,022

)

Income (loss) before income taxes

 

 

39,958

 

 

 

(2,025

)

 

 

37,933

 

Income tax (expense) benefit

 

 

(7,875

)

 

 

573

 

 

 

(7,302

)

Net income (loss)

 

$

32,083

 

 

$

(1,452

)

 

$

30,631

 

 

(1) Reflects activity from the acquisitions of assets of Landmark since February 1, 2021 (the date of acquisition) and North Woods since August 2, 2021 (the date of acquisition).

 

 

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

 

(17.) SEGMENT REPORTING (Continued)

 

 

 

Banking

 

 

All Other (1)

 

 

Consolidated
Totals

 

Three months ended June 30, 2021

 

 

 

 

 

 

 

 

 

Net interest income (expense)

 

$

38,788

 

 

$

(1,056

)

 

$

37,732

 

Benefit for credit losses

 

 

4,622

 

 

 

 

 

 

4,622

 

Noninterest income

 

 

6,603

 

 

 

3,587

 

 

 

10,190

 

Noninterest expense

 

 

(23,199

)

 

 

(3,745

)

 

 

(26,944

)

Income (loss) before income taxes

 

$

26,814

 

 

$

(1,214

)

 

$

25,600

 

Income tax (expense) benefit

 

 

(5,780

)

 

 

380

 

 

 

(5,400

)

Net income (loss)

 

$

21,034

 

 

$

(834

)

 

$

20,200

 

Six months ended June 30, 2021

 

 

 

 

 

 

 

 

 

Net interest income (expense)

 

$

77,706

 

 

$

(2,117

)

 

$

75,589

 

Provision for credit losses

 

 

6,603

 

 

 

 

 

 

6,603

 

Noninterest income

 

 

15,878

 

 

 

7,271

 

 

 

23,149

 

Noninterest expense

 

 

(45,832

)

 

 

(7,852

)

 

 

(53,684

)

Income (loss) before income taxes

 

 

54,355

 

 

 

(2,698

)

 

 

51,657

 

Income tax (expense) benefit

 

 

(11,815

)

 

 

1,068

 

 

 

(10,747

)

Net income (loss)

 

$

42,540

 

 

$

(1,630

)

 

$

40,910

 

 

(1) Reflects activity from the acquisitions of assets of Landmark since February 1, 2021 (the date of acquisition).

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

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, 2021. 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” or “FII”) 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, 2021 (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:

We are subject to interest rate risk, and a rising rate environment may reduce our income and result in higher defaults on our loans, whereas a falling rate environment may result in earlier loan prepayments than we expect, which may reduce our income;
The COVID-19 pandemic, and governmental and individual efforts to address the pandemic have introduced volatility into the U.S. and global economy which has and may continue to adversely affect our business, financial condition and results of operations;
Changes in our operations in response to the COVID-19 pandemic have exposed us to additional risks;
The impact of macroeconomic pressures including inflation, supply chain issues, and geopolitical risks associated with the Russia-Ukraine conflict;
If we experience greater credit losses than anticipated, earnings may be adversely impacted;
Geographic concentration may unfavorably impact our operations;
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;
We are subject to environmental liability risk associated with our lending activities;
We operate in a highly competitive industry and market area;
Changes to and replacement of the LIBOR Benchmark Interest Rate may adversely affect our business, financial condition, and results of operations;
Legal and regulatory proceedings and related matters, such as the action brought by a class of consumers against us as described in Part II, Item 1, “Legal Proceedings,” could adversely affect us and the banking industry in general;
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;
The policies of the Federal Reserve have a significant impact on our earnings;
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 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;

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

The value of our goodwill and other intangible assets may decline in the future;
We may be unable to successfully implement our growth strategies, including the integration and successful management of newly-acquired businesses;
Acquisitions may disrupt our business and dilute shareholder value;
Our tax strategies and the value of our deferred tax assets and liabilities could adversely affect our operating results and regulatory capital ratios;
Liquidity is essential to our businesses;
We rely on dividends from our subsidiaries for most of our revenue;
If our risk management framework does not effectively identify or mitigate our risks, we could suffer losses;
Negative public opinion could damage our reputation and impact business operations and revenues;
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;
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;
The soundness of other financial institutions could adversely affect us;
We may need to raise additional capital in the future and such capital may not be available on acceptable terms or at all;
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, and 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;
The market price of our common stock may fluctuate significantly in response to a number of factors;
We may not be able to attract and retain skilled people;
We use financial models for business planning purposes that may not adequately predict future results;
We depend on the accuracy and completeness of information about or from customers and counterparties;
Our business may be adversely affected by conditions in the financial markets and economic conditions generally; and
Severe weather, natural disasters, public health emergencies and pandemics, acts of war or terrorism, and other external events could significantly impact our business.

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 operating 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. The Bank also has a commercial loan production office in Ellicott City (Baltimore), Maryland, and 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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

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 these branches 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.

EXECUTIVE OVERVIEW

Summary of 2022 Second Quarter Results

Net income decreased $4.6 million to $15.6 million for the second quarter of 2022 compared to $20.2 million for the second quarter of 2021. Net income available to common shareholders for the second quarter of 2022 was $15.3 million, or $0.99 per diluted share, compared with $19.8 million, or $1.25 per diluted share, for the second quarter of 2021. Return on average common equity was 14.64% and return on average assets was 1.12% for the second quarter of 2022 compared to 17.34% and 1.52%, respectively, for the second quarter of 2021.

The decrease in net income for the second quarter of 2022 reflected a $563 thousand provision for credit losses as compared to a benefit of $4.6 million in the second quarter of 2021. Loan loss provision returned to a more normalized level in 2022, excluding a $2.0 million commercial loan recovery recognized in the second quarter, due to the impact of qualitative factors reflecting economic uncertainty associated with higher interest rates and global political unrest, partially offset by lower net charge-offs, national unemployment trends and a reduction in overall specific reserve levels. Also contributing to the decrease in net income was a $5.9 million increase in noninterest expense, including $1.3 million of restructuring charges related to the current period fair value adjustments on five locations closed in 2020.

Net interest income totaled $41.6 million in the second quarter of 2022, an increase of $3.9 million compared to $37.7 million in the second quarter of 2021. Average interest-earning assets for the second quarter of 2022 were $273.8 million higher than the second quarter of 2021 due to a $359.2 million increase in average investment securities, and a $103.5 million increase in average loans, partially offset by a $188.9 million decrease in the average balance of Federal Reserve interest-earning cash.

The provision for credit losses - loans was $446 thousand in the second quarter of 2022 compared to a benefit of $3.9 million in the second quarter of 2021. Net recoveries during the recent quarter were $1.0 million compared to $394 thousand in the second quarter of 2021. During the second quarter of 2022, we recovered $2.0 million in connection with the pay-off of a commercial loan that was downgraded to non-performing status with a partial charge-off in the fourth quarter of 2021. Net recoveries expressed as an annualized percentage of average loans outstanding was 0.11% during the second quarter of 2022 compared to 0.04% during the second quarter of 2021. See the “Allowance for Credit Losses - Loans” and “Non-Performing Assets and Potential Problem Loans” sections of this Management’s Discussion and Analysis for further discussion regarding the provision (benefit) for credit losses - loans and net charge-offs.

Noninterest income totaled $11.4 million in the second quarter of 2022, compared to $10.2 million in the second quarter of 2021. The increase in noninterest income for the second quarter of 2022 was primarily due to increases in income from derivative instruments, net. Income from derivative instruments, net is based on the number and value of interest rate swap transactions executed during the quarter combined with the impact of changes in the fair market value of borrower-facing trades.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

Noninterest expense totaled $32.9 million in the second quarter of 2022, compared to $26.9 million in the second quarter of 2021. The increase in noninterest expense was primarily the result of increases in salaries and employee benefits expense, computer and data processing expense, restructuring charges, occupancy and equipment expense, and other expenses. The increase in salaries and employee benefits was primarily the result of investments in personnel, higher stock-based compensation expense, annual merit increases, along with wage pressures driven by the current competitive labor market. Computer and data processing expense increased as a result of our strategic investment in technology, including digital banking initiatives, a customer relationship management solution across all business lines, and Banking as a Service initiatives. In the second quarter of 2022, restructuring charges of $1.3 million were recognized in connection with the write-down of real estate assets to fair market value based upon existing purchase offers and current market conditions for five locations that were closed in the second half of 2020. The increase in occupancy and equipment expense was due to the purchase of laptop computers to support our flexible work model and repairs and maintenance in the branch network. The increase in other expense was due to a number of factors, including inflation and the outsourcing of certain functions previously handled internally. The increases are also partly attributable to the impacts of the pandemic receding as we began to see a return to normal activities in areas such as training, conferences, travel and entertainment.

The regulatory Common Equity Tier 1 Ratio and Total Risk-Based Capital Ratio were 10.29%, and 12.75%, respectively, at June 30, 2022. 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.

On June 13, 2022, we announced a stock repurchase program for up to 766,447 shares of our common stock, or approximately 5% of our then outstanding common shares. Shares may be repurchased in open market transactions and pursuant to any trading plan adopted in accordance with Rule 10b5-1 for the Securities Exchange Act of 1934. The timing and number of shares repurchased will depend on a variety of factors, including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The repurchase program does not obligate us to purchase any shares and it may be extended, modified, or discontinued at any time. No shares have been repurchased to-date under this program.

Operational, Accounting and Reporting Impacts Related to the COVID-19 Pandemic

The COVID-19 pandemic has negatively impacted the global economy, including our operating footprint of Western and Central New York. In response to this crisis, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed by Congress and signed into law on March 27, 2020. The CARES Act provided an estimated $2.2 trillion to fight the COVID-19 pandemic and stimulate the economy by supporting individuals and businesses through loans, grants, tax changes, and other types of relief. Some of the provisions applicable to the Company include, but are not limited to:

Accounting for Loan Modifications - The CARES Act provided that a financial institution may elect to suspend (1) the application of GAAP for certain loan modifications related to COVID-19 made between March 1, 2020 and January 1, 2022 that would otherwise be categorized as a troubled debt restructuring (“TDR”) and (2) any determination that such loan modifications would be considered a TDR, including the related impairment for accounting purposes.
Paycheck Protection Program - The CARES Act established the Paycheck Protection Program (“PPP”), an expansion of the Small Business Administration’s (“SBA”) 7(a) loan program and the Economic Injury Disaster Loan Program (“EIDL”), administered directly by the SBA. On December 27, 2020, the Consolidated Appropriations Act, 2021 provided approximately $284 billion for PPP loans in an additional round of funding under the program and extended the PPP through March 31, 2021. This additional round of PPP loan funding was authorized for first-time borrowers and for second draws for certain borrowers who previously received PPP loans. On March 30, 2021, the PPP Extension Act of 2021 was signed into law, which extended the program to May 31, 2021.
Mortgage Forbearance - Under the CARES Act, a borrower with a federally backed mortgage loan that was experiencing financial hardship due to COVID-19 was able to request a forbearance until December 31, 2021.

Also, in response to the COVID-19 pandemic, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the National Credit Union Administration (“NCUA”), the Office of the Comptroller of the Currency (“OCC”), and the Consumer Financial Protection Bureau (“CFPB”), in consultation with the state financial regulators (collectively, the “agencies”) issued a joint interagency statement (issued March 22, 2020; revised statement issued April 7, 2020). Some of the provisions applicable to the Company include, but are not limited to:

Accounting for Loan Modifications - Loan modifications that do not meet the conditions of the CARES Act may still qualify as a modification that does not need to be accounted for as a TDR. The agencies confirmed with FASB staff that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or insignificant delays in payment.
Past Due Reporting - With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to COVID-19 as past due because of the deferral. A loan’s payment date is governed by the due date stipulated in the legal agreement. If a financial institution agrees to a payment deferral, these loans would not be considered past due during the period of the deferral.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

Nonaccrual Status and Charge-offs - During short-term COVID-19 modifications, these loans generally should not be reported as nonaccrual or as classified.

We helped more than 2,900 customers obtain more than $378 million in loans through the PPP. We have helped customers complete the forgiveness process for approximately $369 million of these PPP loans.

We had $532.4 million of loans with modifications related to COVID-19 during 2020, with $4.0 million and $46.2 million still on deferral as of June 30, 2022 and December 31, 2021, respectively. We have provided payment deferrals for approximately 6,600 borrowers, the majority being consumer indirect loan customers. Less than 1% of our loan customers have active payment deferrals as of June 30, 2022 as the majority of customers whose loans were subject to COVID-19 related deferrals have returned to making regular payments.

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

Net interest income is our primary source of revenue, comprising 79% and 78% of revenue during the three and six months ended June 30, 2022, respectively. Net interest income is the difference between interest income on interest-earning assets, such as loans and investment securities, and 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 interest-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 interest-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 shareholders’ 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.

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,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest income per consolidated statements of income

 

$

45,276

 

 

$

40,952

 

 

$

87,627

 

 

$

82,225

 

Adjustment to fully taxable equivalent basis

 

 

147

 

 

 

169

 

 

 

293

 

 

 

353

 

Interest income adjusted to a fully taxable equivalent basis

 

 

45,423

 

 

 

41,121

 

 

 

87,920

 

 

 

82,578

 

Interest expense per consolidated statements of income

 

 

3,679

 

 

 

3,220

 

 

 

6,472

 

 

 

6,636

 

Net interest income on a taxable equivalent basis

 

$

41,744

 

 

$

37,901

 

 

$

81,448

 

 

$

75,942

 

 

Analysis of Net Interest Income for the Three Months Ended June 30, 2022 and 2021

Net interest income on a taxable equivalent basis for the three months ended June 30, 2022, was $41.7 million, an increase of approximately $3.8 million versus the comparable quarter last year of $37.9 million. The increase in net interest income was primarily due to an increase in average investment securities of $359.2 million, or 34%, and an increase in average loans of $103.5 million, or 3%, as well as the impact of the interest rate increases in 2022 having a positive impact on yields. Average PPP loans, net of deferred fees were $21.6 million for the three months ended June 30, 2022 compared to $40.3 million for the three months ended June 30, 2021. Revenue related to PPP loans was $262 thousand lower in the second quarter of 2022 than the second quarter of 2021. PPP loan balances are significantly lower in 2022 as a result of loan forgiveness.

Our net interest margin for the second quarter of 2022 was 3.19%, 13-basis points higher than 3.06% for the same period in 2021. This comparable period improvement was primarily due to the impact of the interest rate increases that have occurred in 2022 and a decrease in the level of Federal Reserve interest earning cash in comparison to the prior year.

For the second quarter of 2022, the average yield on average interest earning assets of 3.47% was 16-basis points higher than the second quarter of 2021 of 3.31% due to the increase in market interest rates. Loan yields increased 15-basis points during the second quarter of 2022 to 4.13% from 3.98% for the same period in 2021. The average yield on investment securities increased 5-basis points during the second quarter of 2022 to 1.82% from 1.77% for the same period in 2021. Overall, a favorable volume variance increased interest income by $2.8 million during the second quarter of 2022, and the interest earning asset rate changes increased interest income by $1.5 million which collectively drove a $4.3 million increase in interest income.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

Average interest-earning assets were $5.25 billion for the second quarter of 2022 compared to $4.97 billion for the second quarter of 2021, an increase of $273.8 million, or 6%, from the comparable quarter last year, with average securities up $359.2 million from $1.06 billion to $1.42 billion and average loans up $103.5 million from $3.67 billion to $3.77 billion. Securities represented 27.0% of average interest-earning assets during the second quarter of 2022 compared to 21.3% during the second quarter of 2021. The increase in investment securities is due to the redeployment of excess liquidity intended to benefit interest income with the intent of reducing net interest margin compression relative to interest earned on federal funds sold and interest-earning deposits. Loans comprised 71.9% of average interest-earning assets during the second quarter of 2022 compared to 73.7% during the second quarter of 2021. Loans generally have significantly higher yields compared to other interest-earning assets and, as such, have a more positive effect on the net interest margin. The average yield on average loans was 4.13% for the second quarter of 2022, an increase of 15-basis points compared to 3.98% for the comparable quarter in 2021 due to the impact of the interest rate increases that have occurred in 2022. An increase in the volume of average loans resulted in a $1.3 million increase in interest income and a $1.2 million increase due to the favorable rate variance.

The average cost of average interest-bearing liabilities of 0.37% in the second quarter of 2022 compared to 0.35% in the second quarter of 2021, was 2-basis points higher and the average cost of average interest-bearing deposits increased one basis points from 0.24% to 0.25%.

Average interest-bearing liabilities were $3.95 billion for the second quarter of 2022, compared to $3.71 billion for the second quarter of 2021, an increase of $236.0 million, or 6%. On average, interest-bearing deposits grew $141.5 million from $3.64 billion for the second quarter of 2021 to $3.78 billion for the current quarter. The increase in average deposits was primarily due to growth in non-public, public, and brokered deposits, partially offset by a decline in reciprocal deposits. For further discussion of the reciprocal deposit 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 a $458 thousand increase in interest expense during the second quarter of 2022, primarily due to the overall higher rate market conditions.

Analysis of Net Interest Income for the Six Months Ended June 30, 2022 and 2021

Net interest income on a taxable equivalent basis for the six months ended June 30, 2022, was $81.4 million, an increase of $5.5 million versus the comparable quarter last year of $75.9 million. The increase in net interest income was primarily due to an increase in average investment securities of $431.9 million, or 43.8% compared to the six months ended June 30, 2021, an $86.7 million increase in average loans, and a decrease in interest expense of $164 thousand. The decrease in interest expense was primarily the result of continued repricing of time deposits at lower rates throughout 2021 and into 2022. Average PPP loans, net of deferred fees were $30.9 million for the six months ended June 30, 2022 compared to $240.2 million for the six months ended June 30, 2021. Revenue related to PPP loans was $3.8 million lower in the first six months of 2022 than the first six months of 2021. PPP loan balances are significantly lower in 2022 as a result of loan forgiveness and repayment process.

Our net interest margin for the six months ended June 30, 2022 was 3.15%, two basis points lower than 3.17% for the same period in 2021. This comparable period decrease was a combination of a one basis point decrease in the interest rate spread and a one basis point decrease in the contribution of interest-free funds. The lower interest rate spread was a result of a five basis point decrease in the average yield on average interest-earning assets and a four basis point decrease in the average cost of average interest-bearing liabilities.

For the six months ended June 30, 2022, the average yield on average interest earning assets of 3.40% was five basis points lower than the six months ended June 30, 2021 of 3.45%. The average loan yield remained consistent at 4.05% for the six months ended June 30, 2022 and 2021. The average yield on investment securities decreased five basis points during the six months ended June 30, 2022, to 1.78% from 1.83% for the comparable six month period last year. Overall, volume variances in average interest-earning assets and average interest-bearing liabilities increased net interest income by $4.9 million during the six months ended June 30, 2022, while the interest-bearing deposit rate changes decreased interest expense by $617 thousand which, along with other rate/yield variances, drove a $568 thousand increase in net interest income.

Average interest-earning assets were $5.21 billion for the six months ended June 30, 2022 compared to $4.82 billion for the six months ended June 30, 2021, an increase of $384.6 million, or 8.0%, from the comparable six month period last year, with average securities up $431.9 million from $986.1 million to $1.42 billion and average loans up $86.7 million from $3.65 billion to $3.74 billion. Securities represented 27.7% of average interest-earning assets during the six months ended June 30, 2022 compared to 20.4% during the six months ended June 30, 2021. The increase in investment securities was due to the redeployment of excess liquidity intended to benefit interest income with the intent of reducing net interest margin compression versus federal funds sold and interest-earning deposits. Loans comprised 71.8% of average interest-earning assets during the six months ended June 30, 2022 compared to 75.7% during the six months ended June 30, 2021. Loans generally have significantly higher yields compared to other interest-earning assets and, as such, have a more positive effect on the net interest margin. An increase in the volume of average loans resulted in a $2.1 million increase in interest income, which was partially offset by a $407 thousand decrease in interest income due to changes in interest rates.

The average cost of average interest-bearing liabilities was 0.33% in the six months ended June 30, 2022 compared to 0.37% in the six months ended June 30, 2021 and the average cost of average interest-bearing deposits decreased three basis points from 0.25% to 0.22%.

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Average interest-bearing liabilities of $3.92 billion in the six months ended June 30, 2022 were $339.3 million, or 9.5%, higher than the six months ended June 30, 2021. On average, interest-bearing deposits grew $279.9 million from $3.51 billion to $3.79 billion, and noninterest-bearing demand deposits (a principal component of net free funds) were up $22.6 million from $1.07 billion to $1.09 billion. The increase in average deposits was primarily due to growth in non-public and public demand deposits and an increase in reciprocal deposit programs. For further discussion of the reciprocal deposit 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 a $164 thousand decrease in interest expense during the six months ended June 30, 2022, primarily due to the lag in the re-pricing of time deposits, which resulted in higher interest expense in the prior year than current year despite the recent interest rate increases experienced in 2022.

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 (dollars in thousands). Average balances were derived from daily balances.

 

 

 

Three months ended June 30,

 

 

 

2022

 

 

2021

 

 

 

Average
Balance

 

 

Interest

 

 

Average
Rate

 

 

Average
Balance

 

 

Interest

 

 

Average
Rate

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and interest-earning deposits

 

$

60,429

 

 

$

109

 

 

 

0.72

%

 

$

249,312

 

 

$

61

 

 

 

0.10

%

Investment securities (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

1,307,507

 

 

 

5,746

 

 

 

1.76

 

 

 

925,649

 

 

 

3,863

 

 

 

1.67

 

Tax-exempt (2)

 

 

108,558

 

 

 

694

 

 

 

2.56

 

 

 

131,249

 

 

 

804

 

 

 

2.45

 

Total investment securities

 

 

1,416,065

 

 

 

6,440

 

 

 

1.82

 

 

 

1,056,898

 

 

 

4,667

 

 

 

1.77

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

626,574

 

 

 

6,568

 

 

 

4.20

 

 

 

791,412

 

 

 

7,006

 

 

 

3.55

 

Commercial mortgage

 

 

1,429,910

 

 

 

15,020

 

 

 

4.21

 

 

 

1,302,136

 

 

 

12,914

 

 

 

3.98

 

Residential real estate loans

 

 

576,990

 

 

 

4,821

 

 

 

3.34

 

 

 

595,925

 

 

 

5,088

 

 

 

3.42

 

Residential real estate lines

 

 

76,730

 

 

 

671

 

 

 

3.51

 

 

 

82,926

 

 

 

711

 

 

 

3.44

 

Consumer indirect

 

 

1,045,720

 

 

 

11,422

 

 

 

4.38

 

 

 

878,884

 

 

 

10,282

 

 

 

4.69

 

Other consumer

 

 

14,183

 

 

 

372

 

 

 

10.49

 

 

 

15,356

 

 

 

392

 

 

 

10.23

 

Total loans (3)

 

 

3,770,107

 

 

 

38,874

 

 

 

4.13

 

 

 

3,666,639

 

 

 

36,393

 

 

 

3.98

 

Total interest-earning assets

 

 

5,246,601

 

 

 

45,423

 

 

 

3.47

 

 

 

4,972,849

 

 

 

41,121

 

 

 

3.31

 

Less: Allowance for credit losses

 

 

(42,292

)

 

 

 

 

 

 

 

 

(52,048

)

 

 

 

 

 

 

Other noninterest-earning assets

 

 

393,908

 

 

 

 

 

 

 

 

 

419,944

 

 

 

 

 

 

 

Total assets

 

$

5,598,217

 

 

 

 

 

 

 

 

$

5,340,745

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand

 

$

938,995

 

 

 

292

 

 

 

0.12

%

 

$

842,832

 

 

 

301

 

 

 

0.14

%

Savings and money market

 

 

1,882,998

 

 

 

1,098

 

 

 

0.23

 

 

 

1,856,659

 

 

 

862

 

 

 

0.19

 

Time deposits

 

 

954,862

 

 

 

976

 

 

 

0.41

 

 

 

935,885

 

 

 

1,002

 

 

 

0.43

 

Total interest-bearing deposits

 

 

3,776,855

 

 

 

2,366

 

 

 

0.25

 

 

 

3,635,376

 

 

 

2,165

 

 

 

0.24

 

Short-term borrowings

 

 

94,242

 

 

 

252

 

 

 

1.07

 

 

 

 

 

 

 

 

 

 

Long-term borrowings

 

 

74,019

 

 

 

1,061

 

 

 

5.73

 

 

 

73,709

 

 

 

1,055

 

 

 

5.73

 

Total borrowings

 

 

168,261

 

 

 

1,313

 

 

 

3.13

 

 

 

73,709

 

 

 

1,055

 

 

 

5.73

 

Total interest-bearing liabilities

 

 

3,945,116

 

 

 

3,679

 

 

 

0.37

 

 

 

3,709,085

 

 

 

3,220

 

 

 

0.35

 

Noninterest-bearing demand deposits

 

 

1,098,084

 

 

 

 

 

 

 

 

 

1,091,490

 

 

 

 

 

 

 

Other noninterest-bearing liabilities

 

 

119,093

 

 

 

 

 

 

 

 

 

63,984

 

 

 

 

 

 

 

Shareholders’ equity

 

 

435,924

 

 

 

 

 

 

 

 

 

476,186

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

5,598,217

 

 

 

 

 

 

 

 

$

5,340,745

 

 

 

 

 

 

 

Net interest income (tax-equivalent)

 

 

 

 

$

41,744

 

 

 

 

 

 

 

 

$

37,901

 

 

 

 

Interest rate spread

 

 

 

 

 

 

 

 

3.10

%

 

 

 

 

 

 

 

 

2.96

%

Net earning assets

 

$

1,301,485

 

 

 

 

 

 

 

 

$

1,263,764

 

 

 

 

 

 

 

Net interest margin (tax-equivalent)

 

 

 

 

 

 

 

 

3.19

%

 

 

 

 

 

 

 

 

3.06

%

Ratio of average interest-earning assets to average
   interest-bearing liabilities

 

 

 

 

 

 

 

 

132.99

%

 

 

 

 

 

 

 

 

134.07

%

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

 

(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%.

(3) Loans include net unearned income, net deferred loan fees and costs and non-accruing loans. Net deferred loan fees (costs) included in interest income were as follows (in thousands):

 

 

Three months ended
June 30,

 

 

 

2022

 

 

2021

 

Commercial business

 

$

737

 

 

$

1,531

 

Commercial mortgage

 

 

607

 

 

 

440

 

Residential real estate loans

 

 

(459

)

 

 

(556

)

Residential real estate lines

 

 

(81

)

 

 

(99

)

Consumer indirect

 

 

(591

)

 

 

(408

)

Other consumer

 

 

4

 

 

 

(1

)

Total

 

$

217

 

 

$

907

 

 

51


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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

 

 

 

Six months ended
June 30,

 

 

 

2022

 

 

2021

 

 

 

Average
Balance

 

 

Interest

 

 

Average
Rate

 

 

Average
Balance

 

 

Interest

 

 

Average
Rate

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and interest-earning deposits

 

$

52,538

 

 

$

127

 

 

 

0.49

%

 

$

186,526

 

 

$

88

 

 

 

0.10

%

Investment securities (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

1,308,310

 

 

 

11,233

 

 

 

1.72

 

 

 

849,428

 

 

 

7,359

 

 

 

1.73

 

Tax-exempt (2)

 

 

109,686

 

 

 

1,389

 

 

 

2.53

 

 

 

136,698

 

 

 

1,679

 

 

 

2.46

 

Total investment securities

 

 

1,417,996

 

 

 

12,622

 

 

 

1.78

 

 

 

986,126

 

 

 

9,038

 

 

 

1.83

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

627,241

 

 

 

12,572

 

 

 

4.04

 

 

 

795,119

 

 

 

15,419

 

 

 

3.91

 

Commercial mortgage

 

 

1,430,916

 

 

 

28,557

 

 

 

4.02

 

 

 

1,293,262

 

 

 

25,159

 

 

 

3.92

 

Residential real estate loans

 

 

578,994

 

 

 

9,642

 

 

 

3.33

 

 

 

599,376

 

 

 

10,348

 

 

 

3.45

 

Residential real estate lines

 

 

77,167

 

 

 

1,350

 

 

 

3.53

 

 

 

85,290

 

 

 

1,456

 

 

 

3.44

 

Consumer indirect

 

 

1,007,791

 

 

 

22,297

 

 

 

4.46

 

 

 

860,978

 

 

 

20,270

 

 

 

4.75

 

Other consumer

 

 

14,356

 

 

 

753

 

 

 

10.57

 

 

 

15,760

 

 

 

800

 

 

 

10.24

 

Total loans (3)

 

 

3,736,465

 

 

 

75,171

 

 

 

4.05

 

 

 

3,649,785

 

 

 

73,452

 

 

 

4.05

 

Total interest-earning assets

 

 

5,206,999

 

 

 

87,920

 

 

 

3.40

 

 

 

4,822,437

 

 

 

82,578

 

 

 

3.45

 

Less: Allowance for credit losses

 

 

(41,548

)

 

 

 

 

 

 

 

 

(53,018

)

 

 

 

 

 

 

Other noninterest-earning assets

 

 

413,920

 

 

 

 

 

 

 

 

 

424,360

 

 

 

 

 

 

 

Total assets

 

 

5,579,371

 

 

 

 

 

 

 

 

$

5,193,779

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand

 

$

931,253

 

 

$

575

 

 

 

0.12

%

 

$

817,058

 

 

$

557

 

 

 

0.14

%

Savings and money market

 

 

1,915,344

 

 

 

1,884

 

 

 

0.20

 

 

 

1,790,983

 

 

 

1,752

 

 

 

0.20

 

Time deposits

 

 

941,448

 

 

 

1,612

 

 

 

0.35

 

 

 

900,103

 

 

 

2,091

 

 

 

0.47

 

Total interest-bearing deposits

 

 

3,788,045

 

 

 

4,071

 

 

 

0.22

 

 

 

3,508,144

 

 

 

4,400

 

 

 

0.25

 

Short-term borrowings

 

 

59,649

 

 

 

280

 

 

 

0.95

 

 

 

585

 

 

 

119

 

 

 

41.07

 

Long-term borrowings

 

 

73,980

 

 

 

2,121

 

 

 

5.73

 

 

 

73,673

 

 

 

2,117

 

 

 

5.75

 

Total borrowings

 

 

133,629

 

 

 

2,401

 

 

 

3.62

 

 

 

74,258

 

 

 

2,236

 

 

 

6.02

 

Total interest-bearing liabilities

 

 

3,921,674

 

 

 

6,472

 

 

 

0.33

 

 

 

3,582,402

 

 

 

6,636

 

 

 

0.37

 

Noninterest-bearing demand deposits

 

 

1,090,835

 

 

 

 

 

 

 

 

 

1,068,240

 

 

 

 

 

 

 

Other noninterest-bearing liabilities

 

 

103,128

 

 

 

 

 

 

 

 

 

70,705

 

 

 

 

 

 

 

Shareholders’ equity

 

 

463,734

 

 

 

 

 

 

 

 

 

472,432

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

5,579,371

 

 

 

 

 

 

 

 

$

5,193,779

 

 

 

 

 

 

 

Net interest income (tax-equivalent)

 

 

 

 

$

81,448

 

 

 

 

 

 

 

 

$

75,942

 

 

 

 

Interest rate spread

 

 

 

 

 

 

 

 

3.07

%

 

 

 

 

 

 

 

 

3.08

%

Net earning assets

 

$

1,285,325

 

 

 

 

 

 

 

 

$

1,240,035

 

 

 

 

 

 

 

Net interest margin (tax-equivalent)

 

 

 

 

 

 

 

 

3.15

%

 

 

 

 

 

 

 

 

3.17

%

Ratio of average interest-earning assets to average
   interest-bearing liabilities

 

 

 

 

 

 

 

 

132.77

%

 

 

 

 

 

 

 

 

134.61

%

 

(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%.

52


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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

(3) Loans include net unearned income, net deferred loan fees and costs and non-accruing loans. Net deferred loan fees (costs) included in interest income were as follows (in thousands):

 

 

Six months ended
June 30,

 

 

 

2022

 

 

2021

 

Commercial business

 

$

1,706

 

 

$

4,447

 

Commercial mortgage

 

 

983

 

 

 

694

 

Residential real estate loans

 

 

(963

)

 

 

(1,070

)

Residential real estate lines

 

 

(154

)

 

 

(202

)

Consumer indirect

 

 

(1,016

)

 

 

(732

)

Other consumer

 

 

9

 

 

 

(1

)

Total

 

$

565

 

 

$

3,136

 

 

 

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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). No out-of-period adjustments were included in the rate/volume analysis.

 

 

 

Three months ended
June 30, 2022 vs. 2021

 

 

Six months ended
June 30, 2022 vs. 2021

 

Increase (decrease) in:

 

Volume

 

 

Rate

 

 

Total

 

 

Volume

 

 

Rate

 

 

Total

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and interest-earning deposits

 

$

(77

)

 

$

125

 

 

$

48

 

 

$

(102

)

 

$

141

 

 

$

39

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

1,668

 

 

 

215

 

 

 

1,883

 

 

 

3,941

 

 

 

(67

)

 

 

3,874

 

Tax-exempt

 

 

(144

)

 

 

34

 

 

 

(110

)

 

 

(341

)

 

 

51

 

 

 

(290

)

Total investment securities

 

 

1,524

 

 

 

249

 

 

 

1,773

 

 

 

3,600

 

 

 

(16

)

 

 

3,584

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

(1,602

)

 

 

1,164

 

 

 

(438

)

 

 

(3,350

)

 

 

503

 

 

 

(2,847

)

Commercial mortgage

 

 

1,314

 

 

 

792

 

 

 

2,106

 

 

 

2,734

 

 

 

664

 

 

 

3,398

 

Residential real estate loans

 

 

(160

)

 

 

(107

)

 

 

(267

)

 

 

(346

)

 

 

(360

)

 

 

(706

)

Residential real estate lines

 

 

(54

)

 

 

14

 

 

 

(40

)

 

 

(141

)

 

 

35

 

 

 

(106

)

Consumer indirect

 

 

1,856

 

 

 

(716

)

 

 

1,140

 

 

 

3,302

 

 

 

(1,275

)

 

 

2,027

 

Other consumer

 

 

(31

)

 

 

10

 

 

 

(21

)

 

 

(73

)

 

 

26

 

 

 

(47

)

Total loans

 

 

1,323

 

 

 

1,157

 

 

 

2,480

 

 

 

2,126

 

 

 

(407

)

 

 

1,719

 

Total interest income

 

 

2,770

 

 

 

1,531

 

 

 

4,301

 

 

 

5,624

 

 

 

(282

)

 

 

5,342

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand

 

 

32

 

 

 

(41

)

 

 

(9

)

 

 

74

 

 

 

(56

)

 

 

18

 

Savings and money market

 

 

12

 

 

 

224

 

 

 

236

 

 

 

122

 

 

 

10

 

 

 

132

 

Time deposits

 

 

20

 

 

 

(46

)

 

 

(26

)

 

 

92

 

 

 

(571

)

 

 

(479

)

Total interest-bearing deposits

 

 

64

 

 

 

137

 

 

 

201

 

 

 

288

 

 

 

(617

)

 

 

(329

)

Short-term borrowings

 

 

252

 

 

 

 

 

 

252

 

 

 

389

 

 

 

(228

)

 

 

161

 

Long-term borrowings

 

 

4

 

 

 

1

 

 

 

5

 

 

 

9

 

 

 

(5

)

 

 

4

 

Total borrowings

 

 

256

 

 

 

1

 

 

 

257

 

 

 

398

 

 

 

(233

)

 

 

165

 

Total interest expense

 

 

320

 

 

 

138

 

 

 

458

 

 

 

686

 

 

 

(850

)

 

 

(164

)

Net interest income

 

$

2,450

 

 

$

1,393

 

 

$

3,843

 

 

$

4,938

 

 

$

568

 

 

$

5,506

 

 

Provision/Benefit for Credit Losses

The provision for credit losses for the three and six months ended June 30, 2022 was $0.6 million and $2.9 million, respectively, compared to benefit for credit losses of $4.6 million and $6.6 million for the corresponding periods in 2021. Included in the second quarter of 2022 was a $2.0 million recovery in connection with the pay-off of a commercial loan that was downgraded to non-performing status with a partial charge-off in the second quarter of 2021. Loan loss provision returned to a more normalized level in 2022, excluding the commercial loan recovery recognized this quarter, due to the impact of qualitative factors reflecting economic uncertainty associated with higher interest rates and global political unrest, partially offset by low net charge-offs, national unemployment trends and a reduction in overall specific reserve levels. The benefits in 2021 were due to improvement in the national unemployment forecast following the initial impact of the COVID-19 pandemic, the designated loss driver for our current expected credit loss ("CECL") model, and positive trends in qualitative factors, resulting in a release of credit loss reserves.

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

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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,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Service charges on deposits

 

$

1,437

 

 

$

1,287

 

 

$

2,806

 

 

$

2,579

 

Insurance income

 

 

1,234

 

 

 

1,147

 

 

 

3,331

 

 

 

2,543

 

Card interchange income

 

 

2,103

 

 

 

2,194

 

 

 

4,055

 

 

 

4,152

 

Investment advisory

 

 

2,906

 

 

 

2,886

 

 

 

5,947

 

 

 

5,658

 

Company owned life insurance

 

 

869

 

 

 

693

 

 

 

1,702

 

 

 

1,350

 

Investments in limited partnerships

 

 

242

 

 

 

238

 

 

 

1,037

 

 

 

1,093

 

Loan servicing

 

 

135

 

 

 

91

 

 

 

244

 

 

 

188

 

Income (loss) from derivative instruments, net

 

 

645

 

 

 

(592

)

 

 

1,164

 

 

 

1,283

 

Net gain on sale of loans held for sale

 

 

828

 

 

 

790

 

 

 

737

 

 

 

1,868

 

Net (loss) gain on investment securities

 

 

(15

)

 

 

(3

)

 

 

(15

)

 

 

71

 

Net gain on other assets

 

 

7

 

 

 

153

 

 

 

7

 

 

 

148

 

Net (loss) gain on tax credit investments

 

 

(92

)

 

 

276

 

 

 

(319

)

 

 

191

 

Other

 

 

1,061

 

 

 

1,030

 

 

 

1,986

 

 

 

2,025

 

Total noninterest income

 

$

11,360

 

 

$

10,190

 

 

$

22,682

 

 

$

23,149

 

 

Insurance income increased $87 thousand, or 8%, to $1.2 million for the second quarter of 2022 compared to $1.1 million for the second quarter of 2021. For the first six months of 2022, insurance income increased $788 thousand, or 31%, to $3.3 million compared to $2.5 million for the first six months of 2021. The increase was driven by the two 2021 bolt on acquisitions (North Woods in August 2021 and Landmark in February 2021), growth in the legacy SDN business, including the impact of increasing insurance premiums, and higher contingent revenues in 2022.

Company owned life insurance income increased $176 thousand, or 25%, to $869 thousand for the second quarter of 2022 compared to $693 thousand for second quarter of 2021. For the first six months of 2022, company owned life insurance income increased $352 thousand, or 26% to $1.7 million compared to $1.4 million for the first six months of 2021. We made additional investments in company-owned life insurance of $20.0 million in the third quarter of 2021 to take advantage of attractive tax-equivalent yields and partially offset employee benefit expenses.

Income (loss) from derivative instruments, net, increased $1.2 million, or 209%, to income of $645 thousand for the second quarter of 2022 compared to a loss of $592 thousand for the second quarter of 2021. For the first six months of 2022, income from derivative instruments, net decreased $119 thousand, or 9%, to $1.2 million compared to $1.3 million for the first six months of 2021. Income from derivative instruments, net is based on the number and value of interest rate swap transactions executed during the period combined with the impact of changes in the fair market value of borrower-facing trades.

Net gain on sale of loans held for sale was $828 thousand for the second quarter of 2022 compared to $790 thousand for the second quarter of 2021. For the first six months of 2022, net gain on sale of loans held for sale was $737 thousand compared to $1.9 million for the first six months of 2021. Included in the second quarter of 2022 was a gain of $586 thousand related to the sale of a $31.2 million portfolio of indirect loans. Sales volumes and margins for residential loans have moderated in 2022, following historically high levels in 2021 as a result of the rising interest rate environment.

Net (loss) gain on tax credit investments was a net loss of $92 thousand for the second quarter of 2022, compared to a $276 thousand net gain for the second quarter of 2021. For the first six months of 2022, net (loss) gain on tax credit investments was a net loss of $319 thousand compared to a $191 thousand net gain for the first six months of 2021. These losses include the amortization of tax credit investments, partially offset by New York investment tax credits that are refundable and recorded in noninterest income.

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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,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Salaries and employee benefits

 

$

16,966

 

 

$

14,519

 

 

$

33,582

 

 

$

28,984

 

Occupancy and equipment

 

 

4,015

 

 

 

3,286

 

 

 

7,771

 

 

 

6,668

 

Professional services

 

 

1,269

 

 

 

1,603

 

 

 

2,925

 

 

 

3,498

 

Computer and data processing

 

 

4,573

 

 

 

3,460

 

 

 

8,552

 

 

 

6,581

 

Supplies and postage

 

 

469

 

 

 

430

 

 

 

1,010

 

 

 

914

 

FDIC assessments

 

 

621

 

 

 

480

 

 

 

1,134

 

 

 

1,245

 

Advertising and promotions

 

 

406

 

 

 

436

 

 

 

786

 

 

 

760

 

Amortization of intangibles

 

 

249

 

 

 

266

 

 

 

503

 

 

 

537

 

Restructuring charges

 

 

1,269

 

 

 

-

 

 

 

1,269

 

 

 

-

 

Other

 

 

3,050

 

 

 

2,464

 

 

 

5,490

 

 

 

4,497

 

Total noninterest expense

 

$

32,887

 

 

$

26,944

 

 

$

63,022

 

 

$

53,684

 

 

Salaries and employee benefits expense increased $2.4 million, or 17%, to $17.0 million for the second quarter of 2022 compared to $14.5 million for the second quarter of 2021. For the first six months of 2022, salaries and employee benefits expense increased $4.6 million, or 16%, to $33.6 million compared to $29.0 million for the first six months of 2021. The increase in salaries and employee benefits expense was primarily the result of investments in personnel, higher stock-based compensation expense, and annual merit increases, along with wage pressures driven by the current competitive labor market.

Occupancy and equipment expense increased $0.7 million, or 22%, to $4.0 million for the second quarter of 2022 compared to $3.3 million for the second quarter of 2021. For the first six months of 2022, occupancy and equipment expense increased $1.1 million, or 17%, to $7.8 million compared to $6.7 million for the first six months of 2021. The increase in occupancy and equipment expense in 2022 was primarily due to the purchase of laptop computers in the second quarter of 2022 to support our flexible work model, as well as repairs and maintenance in the branch network.

Professional services expense decreased $334 thousand, or 20.8%, to $1.3 million for the second quarter of 2022 compared to $1.6 million for the second quarter of 2021. For the first six months of 2022, professional services expense decreased $573 thousand, or 16.4%, to $2.9 million compared to $3.5 million for the first six months of 2021. The decrease in professional services expense was primarily as a result of higher expense incurred in the prior year for enterprise standardization expense and miscellaneous consulting fees.

Computer and data processing expense increased $1.1 million, or 32%, to $4.6 million for the second quarter of 2022 compared to $3.5 million for the second quarter of 2021. For the first six months of 2022, computer and data processing expense increased $2.0 million, or 30%, to $8.6 million compared to $6.6 million for the first six months of 2021. The increase was a result of our strategic investment in technology, including digital banking initiatives, a customer relationship management solution across all lines of business, and Banking as a Service (BaaS) initiatives.

Restructuring charges of $1.3 million were recognized in the second quarter of 2022 in connection with the write-down of real estate assets to fair market value based upon existing purchase offers and current market conditions for five locations that were closed in the second half of 2020.

Other expense increased $0.6 million, or 24%, to $3.1 million for the second quarter of 2022 compared to $2.5 million for the second quarter of 2021. For the first six months of 2022, other expense increased $1.0 million, or 22%, to $5.5 million compared to $4.5 million for the first six months of 2021. The increase was due to a combination of factors, including inflation and the outsourcing of certain functions previously handled internally, as well as a return to more normal expense levels post-pandemic in areas, such as, training, conferences, travel and entertainment.

Our efficiency ratio for the first six months of 2022 was 60.51% compared with 54.22% for the first six months of 2021. The higher efficiency ratio was primarily the result of an increase in noninterest expense in 2022 as described above, coupled with the $3.8 million decline in PPP revenue in 2022 versus 2021. 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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

Income Taxes

For the three and six months ended June 30, 2022, we recorded income tax expense of $3.9 million and $7.3 million, respectively, versus $5.4 million and $10.7 million for the same periods in the prior year. In the second quarter of 2022, we recognized federal and state tax benefits related to tax credit investments placed in service resulting in a reduction in income tax expense of $426 thousand, versus $424 thousand for the same period in the prior year. The six months ended June 30, 2022 and 2021 also included related benefits of $1.0 million and $668 thousand, respectively.

During the second quarter of 2021, New York State enacted legislation that temporarily increases the corporate tax rate from 6.5% to 7.25% for taxable years beginning in 2021 through 2023 for taxpayers with New York State income over $5.0 million. This rate change did not result in a material impact to our tax provision.

Our effective tax rates for the three and six months ended June 30, 2022 were 19.8% and 19.2%, respectively, versus 21.1% and 20.8% for the same periods in the prior year. The increase in effective tax rates was the result of lower pre-tax earnings in comparison to the prior year. Effective tax rates are typically 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, earnings on Company owned life insurance and the impact of tax credit investments. In addition, our effective tax rate for 2022 and 2021 reflects the New York State tax benefit generated by our real estate investment trust.

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, 2022

 

 

December 31, 2021

 

 

 

Amortized

 

 

Fair

 

 

Amortized

 

 

Fair

 

 

 

Cost

 

 

Value

 

 

Cost

 

 

Value

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency and government-sponsored enterprise securities

 

$

24,535

 

 

$

22,190

 

 

$

15,793

 

 

$

15,891

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Agency mortgage-backed securities

 

 

1,158,770

 

 

 

1,034,828

 

 

 

1,169,042

 

 

 

1,162,214

 

Non-Agency mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

410

 

Total available for sale securities

 

 

1,183,305

 

 

 

1,057,018

 

 

 

1,184,835

 

 

 

1,178,515

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency and government-sponsored enterprise securities

 

 

16,288

 

 

 

16,183

 

 

 

 

 

 

 

State and political subdivisions

 

 

105,978

 

 

 

100,466

 

 

 

111,399

 

 

 

113,511

 

Mortgage-backed securities

 

 

82,672

 

 

 

78,802

 

 

 

94,187

 

 

 

96,309

 

Total held to maturity securities

 

 

204,938

 

 

 

195,451

 

 

 

205,586

 

 

 

209,820

 

Allowance for credit losses – securities

 

 

(5

)

 

 

 

 

 

(5

)

 

 

 

Total held to maturity securities, net

 

 

204,933

 

 

 

 

 

 

205,581

 

 

 

 

Total investment securities

 

$

1,388,238

 

 

$

1,252,469

 

 

$

1,390,416

 

 

$

1,388,335

 

 

Our available for sale (“AFS”) investment securities portfolio decreased $1.5 million from December 31, 2021 to June 30, 2022. Our primary investment strategy for the past several quarters has been to deploy excess liquidity into cash flowing agency mortgage-backed securities, reallocating excess Federal Reserve cash balances into securities demonstrating higher yields; however, activity has slowed as a portion of the cash flow from the portfolio was utilized to fund loan originations during the second quarter of 2022. The AFS portfolio had a net unrealized loss of $126.3 million at June 30, 2022 and $6.3 million at December 31, 2021, respectively. The decline in the portfolio balance was largely driven by a decrease in the market value of the portfolio, due to rising interest rates. The fair value of most of the investment securities in the AFS portfolio fluctuates as market interest rates change.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

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, 2022. In this table, Yield is defined as the book yield weighted against the ending book value. 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

 

$

 

 

 

0.00

%

 

$

15,000

 

 

 

1.69

%

 

$

9,535

 

 

 

1.90

%

 

$

 

 

 

 

 

$

24,535

 

 

 

1.77

%

Mortgage-backed securities

 

 

5,550

 

 

 

2.27

 

 

 

71,194

 

 

 

2.63

 

 

 

143,303

 

 

 

1.82

 

 

 

938,723

 

 

 

1.65

 

 

 

1,158,770

 

 

 

1.73

 

 

 

 

5,550

 

 

 

2.27

 

 

 

86,194

 

 

 

2.46

 

 

 

152,838

 

 

 

1.82

 

 

 

938,723

 

 

 

1.65

 

 

 

1,183,305

 

 

 

1.74

 

Held to maturity debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies and government-sponsored enterprises

 

$

 

 

 

0.00

%

 

$

 

 

 

0.00

%

 

$

16,288

 

 

 

3.22

%

 

$

 

 

 

0.00

%

 

$

16,288

 

 

 

3.22

%

State and political subdivisions

 

 

33,317

 

 

 

2.04

 

 

 

45,992

 

 

 

1.85

 

 

 

5,004

 

 

 

1.62

 

 

 

21,665

 

 

 

2.44

 

 

 

105,978

 

 

 

2.02

 

Mortgage-backed securities

 

 

2,226

 

 

 

2.23

 

 

 

 

 

 

 

 

 

17,981

 

 

 

2.40

 

 

 

62,465

 

 

 

2.58

 

 

 

82,672

 

 

 

2.53

 

 

 

 

35,543

 

 

 

2.05

 

 

 

45,992

 

 

 

1.85

 

 

 

39,273

 

 

 

2.64

 

 

 

84,130

 

 

 

2.54

 

 

 

204,938

 

 

 

2.32

 

Total investment securities

 

$

41,093

 

 

 

2.08

%

 

$

132,186

 

 

 

2.25

%

 

$

192,111

 

 

 

1.99

%

 

$

1,022,853

 

 

 

1.73

%

 

$

1,388,243

 

 

 

1.82

%

 

Impairment Assessment

For AFS securities in an unrealized loss position, we first assess whether (i) we intend to sell, or (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either case is affirmative, any previously recognized allowances are charged-off and the security's amortized cost is written down to fair value through income. If neither case is affirmative, the security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Adjustments to the allowance are reported in our income statement as a component of credit loss expense. AFS securities are charged-off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible by management or when either of the aforementioned criteria regarding intent or requirement to sell is met. For the six months ended June 30, 2022 and 2021 no allowance for credit losses has been recognized on AFS securities in an unrealized loss position as management does not believe any of the securities are impaired due to reasons of credit quality.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

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 (dollars in thousands).

 

 

 

Loan Portfolio Composition

 

 

 

June 30, 2022

 

 

December 31, 2021

 

 

 

Amount

 

 

% of
Total

 

 

Amount

 

 

% of
Total

 

Commercial business

 

$

611,102

 

 

 

16.2

%

 

$

638,293

 

 

 

17.3

%

Commercial mortgage

 

 

1,448,152

 

 

 

38.5

 

 

 

1,412,788

 

 

 

38.4

 

Total commercial

 

 

2,059,254

 

 

 

54.7

 

 

 

2,051,081

 

 

 

55.7

 

Residential real estate loans

 

 

574,784

 

 

 

15.3

 

 

 

577,299

 

 

 

15.7

 

Residential real estate lines

 

 

76,108

 

 

 

2.0

 

 

 

78,531

 

 

 

2.2

 

Consumer indirect

 

 

1,039,251

 

 

 

27.6

 

 

 

958,048

 

 

 

26.0

 

Other consumer

 

 

14,621

 

 

 

0.4

 

 

 

14,477

 

 

 

0.4

 

Total consumer

 

 

1,704,764

 

 

 

45.3

 

 

 

1,628,355

 

 

 

44.3

 

Total loans

 

 

3,764,018

 

 

 

100.0

%

 

 

3,679,436

 

 

 

100.0

%

Less: Allowance for credit losses – loans

 

 

42,452

 

 

 

 

 

 

39,676

 

 

 

 

Total loans, net

 

$

3,721,566

 

 

 

 

 

$

3,639,760

 

 

 

 

 

Total loans increased $84.6 million to $3.76 billion at June 30, 2022 from $3.68 billion at December 31, 2021. The increase in loans was primarily attributable to our organic growth initiatives.

Total commercial loans increased $8.2 million during the six months ended June 30, 2022 and represented 54.7% of total loans as of June 30, 2022. The increase was primarily a result of our continued commercial business development efforts. PPP loans, net of deferred fees, were $8.9 million and $55.3 million at June 30, 2022 and December 31, 2021, respectively, and are included in our commercial business loans. PPP loan balances were significantly lower in 2022 as a result of the PPP loan forgiveness and repayment process. We expect the PPP loan balances will continue to decline as loans are forgiven by the SBA.

Total consumer loans increased $76.4 million to $1.70 billion and represented 45.3% of total loans as of June 30, 2022. During the first six months of 2022, we originated $304.6 million in indirect automobile loans with a mix of approximately 27% new automobile and 73% used automobile. During the first six months of 2021, we originated $230.0 million in indirect automobile loans with a mix of approximately 28% new automobile and 72% used automobile loans. Origination volumes and mix of new and used vehicles financed fluctuate depending on general market conditions. Growth in the consumer indirect portfolio in the current period was primarily a result of increased customer demand for automobiles with the Company well-positioned to take advantage of the market opportunity given our deep history and experience in this line of business.

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 $4.3 million and $6.2 million as of June 30, 2022 and December 31, 2021, 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 $361.8 million and $272.7 million as of June 30, 2022 and December 31, 2021, respectively.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

Allowance for Credit Losses - Loans

The following table summarizes the activity in the allowance for credit losses - loans for the periods indicated (dollars in thousands).

 

 

 

Credit Loss - Loans Analysis

 

 

 

Three months ended
June 30,

 

 

Six months ended
June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Allowance for credit losses - loans, beginning of period

 

$

40,966

 

 

$

49,828

 

 

$

39,676

 

 

$

52,420

 

Net charge-offs (recoveries):

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

90

 

 

 

(287

)

 

 

53

 

 

 

(439

)

Commercial mortgage

 

 

(2,018

)

 

 

(7

)

 

 

(2,019

)

 

 

196

 

Residential real estate loans

 

 

46

 

 

 

(3

)

 

 

41

 

 

 

3

 

Residential real estate lines

 

 

(12

)

 

 

 

 

 

(17

)

 

 

70

 

Consumer indirect

 

 

647

 

 

 

(426

)

 

 

1,197

 

 

 

317

 

Other consumer

 

 

207

 

 

 

329

 

 

 

492

 

 

 

346

 

Total net (recoveries) charge-offs

 

 

(1,040

)

 

 

(394

)

 

 

(253

)

 

 

493

 

Provision (benefit) for credit losses – loans

 

 

446

 

 

 

(3,857

)

 

 

2,523

 

 

 

(5,562

)

Allowance for credit losses – loans, end of period

 

$

42,452

 

 

$

46,365

 

 

$

42,452

 

 

$

46,365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loan charge-offs (recoveries) to average loans:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

0.06

%

 

 

(0.15

)%

 

 

0.02

%

 

 

(0.11

)%

Commercial mortgage

 

 

(0.57

)%

 

 

 

 

 

(0.28

)%

 

 

0.03

%

Residential real estate loans

 

 

0.03

%

 

 

 

 

 

0.01

%

 

 

 

Residential real estate lines

 

 

(0.06

)%

 

 

 

 

 

(0.04

)%

 

 

0.17

%

Consumer indirect

 

 

0.25

%

 

 

(0.19

)%

 

 

0.24

%

 

 

0.07

%

Other consumer

 

 

5.86

%

 

 

8.58

%

 

 

6.91

%

 

 

4.43

%

Total loans

 

 

(0.11

)%

 

 

(0.04

)%

 

 

(0.01

)%

 

 

0.03

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses – loans to total loans

 

 

1.13

%

 

 

1.28

%

 

 

1.13

%

 

 

1.28

%

Allowance for credit losses – loans to nonaccrual loans

 

 

648

%

 

 

530

%

 

 

648

%

 

 

530

%

Allowance for credit losses – loans to non-performing loans

 

 

648

%

 

 

699

%

 

 

648

%

 

 

699

%

Loans not analyzed for a specific reserve are segmented into "pools" of loans based upon similar risk characteristics. This is referred to as the "pooled loan" component of the allowance for credit losses estimate. The allowance for credit losses for pooled loans estimate is based upon periodic review of the collectability of the loans quantitatively correlating historical loan experience with reasonable and supportable forecasts using forward looking information. Adjustments to the quantitative evaluation may be made for differences in current or expected qualitative risk characteristics such as changes in: underwriting standards, delinquency level, regulatory environment, economic condition, Company management and the status of portfolio administration including the Company’s Loan Review function. The Company establishes a specific reserve for individually evaluated loans which do not share similar risk characteristics with the loans included in the forecasted allowance for credit losses. These individually evaluated loans are removed from the pooling approach discussed above for the forecasted allowance for credit losses, and include nonaccrual loans, troubled debt restructurings (“TDRs”), and other loans deemed appropriate by management, collectively referred to as collateral dependent loans. See Note 6. Loans of the notes to the consolidated financial statements for further details on collateral dependent loans.

Assessing the adequacy of the allowance for credit losses - loans 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 credit losses - loans is subject to ongoing management review. While management evaluates currently available information in establishing the allowance for credit losses - loans, 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 credit losses - loans. 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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

Net recoveries of $1.0 million in the second quarter of 2022 represented 0.11% of average loans on an annualized basis compared to net recoveries of $394 thousand, or 0.04% of average loans for the second quarter of 2021. For the six months ended June 30, 2022, net recoveries of $253 thousand represented 0.01% of average loans, compared to net charge-offs of $493 thousand, or 0.03% of average loans for the same period in 2021. During the second quarter of 2022, we recovered $2.0 million in connection with the pay-off of a commercial loan that was downgraded to non-performing status with a partial charge-off in the fourth quarter of 2021. The allowance for credit losses - loans was $42.5 million at June 30, 2022, compared with $46.4 million at June 30, 2021. The ratio of the allowance for credit losses - loans to total loans was 1.13% and 1.28% at June 30, 2022 and June 30, 2021, respectively. The ratio of allowance for credit losses - loans to non-performing loans was 648% at June 30, 2022, compared with 699% at June 30, 2021.

The following table sets forth the allocation of the allowance for credit losses - loans by loan category as of the dates indicated (dollars in thousands). The allocation is made for analytical purposes and is not necessarily indicative of the categories in which actual losses may occur. The total allowance is available to absorb losses from any segment of the loan portfolio.

 

 

Allowance for Credit Losses - Loans by Loan Category

 

 

 

June 30, 2022

 

 

December 31, 2021

 

 

 

 

 

 

Percentage

 

 

 

 

 

Percentage

 

 

 

Credit

 

 

of loans by

 

 

Credit

 

 

of loans by

 

 

 

Loss

 

 

category to

 

 

Loss

 

 

category to

 

 

 

Allowance

 

 

total loans

 

 

Allowance

 

 

total loans

 

Commercial business

 

$

10,140

 

 

 

23.9

%

 

$

11,099

 

 

 

17.3

%

Commercial mortgage

 

 

12,064

 

 

 

28.4

 

 

 

14,777

 

 

 

38.4

 

Residential real estate loans

 

 

2,140

 

 

 

5.1

 

 

 

1,604

 

 

 

15.7

 

Residential real estate lines

 

 

509

 

 

 

1.2

 

 

 

379

 

 

 

2.2

 

Consumer indirect

 

 

17,332

 

 

 

40.8

 

 

 

11,611

 

 

 

26.0

 

Other consumer

 

 

267

 

 

 

0.6

 

 

 

206

 

 

 

0.4

 

Total

 

$

42,452

 

 

 

100.0

%

 

$

39,676

 

 

 

100.0

%

Non-Performing Assets and Potential Problem Loans

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

 

 

 

Non-Performing Assets

 

 

 

June 30,
2022

 

 

December 31,
2021

 

Nonaccrual loans:

 

 

 

 

 

 

Commercial business

 

$

422

 

 

$

602

 

Commercial mortgage

 

 

836

 

 

 

6,414

 

Residential real estate loans

 

 

2,738

 

 

 

2,373

 

Residential real estate lines

 

 

160

 

 

 

200

 

Consumer indirect

 

 

2,389

 

 

 

1,780

 

Other consumer

 

 

3

 

 

 

 

Total nonaccrual loans

 

 

6,548

 

 

 

11,369

 

Accruing loans 90 days or more delinquent

 

 

 

 

 

797

 

Total non-performing loans

 

 

6,548

 

 

 

12,166

 

Foreclosed assets

 

 

 

 

 

 

Total non-performing assets

 

$

6,548

 

 

$

12,166

 

 

 

 

 

 

 

 

Nonaccrual loans to total loans

 

 

0.17

%

 

 

0.31

%

Non-performing loans to total loans

 

 

0.17

%

 

 

0.33

%

Non-performing assets to total assets

 

 

0.12

%

 

 

0.22

%

 

 

Non-performing assets include non-performing loans and foreclosed assets. Non-performing assets at June 30, 2022 were $6.5 million, a decrease of $5.6 million from the $12.2 million balance at December 31, 2021. The decrease in non-performing assets related primarily to the pay-off of a nonaccrual commercial mortgage that resulted in the $2.0 million recovery noted previously. The primary component of non-performing assets is non-performing loans, which were $6.5 million or 0.17% of total loans at June 30, 2022, down from $12.2 million or 0.33% of total loans at December 31, 2021 primarily due to pay-downs or payments received and applied to principal for the non-performing loans.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

Approximately $3.7 million, or 56%, of the $6.5 million in non-performing loans as of June 30, 2022 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. We had no TDRs included in nonaccrual loans at June 30, 2022 and December 31, 2021. Additionally, there were no TDRs accruing interest as of June 30, 2022 and December 31, 2021.

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. We had no properties representing foreclosed asset holdings at June 30, 2022 and December 31, 2021.

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 $27.9 million and $22.7 million in loans that continued to accrue interest which were classified as substandard as of June 30, 2022 and December 31, 2021, respectively.

Contractual Loan Maturity Schedule

The following table summarizes the contractual maturities of our loan portfolio at June 30, 2022. Loans, net of deferred loan origination costs, include principal amortization and non-accruing loans. Demand loans having no stated schedule of repayment or maturity and overdrafts as reported as due in one year or less (in thousands).

 

 

Due in less
than one
year

 

 

Due from
one to
five years

 

 

Due from
five to
fifteen years

 

 

Due after
fifteen years

 

 

Total

 

Commercial business

 

$

144,744

 

 

$

241,313

 

 

$

8,205

 

 

$

216,841

 

 

$

611,103

 

Commercial mortgage

 

 

327,888

 

 

 

678,549

 

 

 

438,151

 

 

 

3,564

 

 

 

1,448,152

 

Residential real estate loans

 

 

70,972

 

 

 

235,257

 

 

 

257,485

 

 

 

11,070

 

 

 

574,784

 

Residential real estate lines

 

 

2,221

 

 

 

8,814

 

 

 

28,927

 

 

 

36,146

 

 

 

76,108

 

Consumer indirect (1)

 

 

394,709

 

 

 

644,542

 

 

 

 

 

 

 

 

 

1,039,251

 

Other consumer

 

 

6,879

 

 

 

7,130

 

 

 

567

 

 

 

45

 

 

 

14,621

 

Total loans

 

$

947,413

 

 

$

1,815,605

 

 

$

733,335

 

 

$

267,666

 

 

$

3,764,019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans maturing after one year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With a predetermined interest rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

 

 

$

81,909

 

 

$

2,701

 

 

$

10,669

 

 

$

95,279

 

Commercial mortgage

 

 

 

 

 

389,790

 

 

 

213,371

 

 

 

509

 

 

 

603,670

 

Residential real estate loans

 

 

 

 

 

213,801

 

 

 

238,840

 

 

 

9,376

 

 

 

462,017

 

Residential real estate lines

 

 

 

 

 

11

 

 

 

35

 

 

 

3

 

 

 

49

 

Consumer indirect (1)

 

 

 

 

 

644,542

 

 

 

 

 

 

 

 

 

644,542

 

Other consumer

 

 

 

 

 

7,130

 

 

 

567

 

 

 

45

 

 

 

7,742

 

With a floating or adjustable rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

 

 

 

159,404

 

 

 

5,504

 

 

 

206,171

 

 

 

371,079

 

Commercial mortgage

 

 

 

 

 

288,759

 

 

 

224,780

 

 

 

3,055

 

 

 

516,594

 

Residential real estate loans

 

 

 

 

 

21,456

 

 

 

18,645

 

 

 

1,694

 

 

 

41,795

 

Residential real estate lines

 

 

 

 

 

8,803

 

 

 

28,892

 

 

 

36,143

 

 

 

73,838

 

Consumer indirect (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans maturing after one year

 

 

 

 

$

1,815,605

 

 

$

733,335

 

 

$

267,665

 

 

$

2,816,605

 

_________

(1) Amounts include prepayment assumptions based on actual historical experience.

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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, 2022

 

 

December 31, 2021

 

 

 

Amount

 

 

% of
Total

 

 

Amount

 

 

% of
Total

 

Noninterest-bearing demand

 

$

1,114,460

 

 

 

23.1

%

 

$

1,107,561

 

 

 

22.9

%

Interest-bearing demand

 

 

877,661

 

 

 

18.2

%

 

 

864,528

 

 

 

17.9

%

Savings and money market

 

 

1,845,186

 

 

 

38.3

%

 

 

1,933,047

 

 

 

40.1

%

Time deposits

 

 

983,209

 

 

 

20.4

%

 

 

921,954

 

 

 

19.1

%

Total deposits

 

$

4,820,516

 

 

 

100.0

%

 

$

4,827,090

 

 

 

100.0

%

 

As of June 30, 2022 and December 31, 2021, the aggregate amount of uninsured deposits (deposits in amounts greater than $250,000, which is the maximum amount for federal deposit insurance) was $1.24 billion and $1.29 billion, respectively. The portion of our time deposits by account that were in excess of the FDIC insurance limit was $131.5 million and $182.3 million at June 30, 2022 and December 31, 2021, respectively. The maturities of our uninsured time deposits at June 30, 2022 were as follows: $83.7 million in three months or less; $19.7 million between three months and six months; $27.9 million between six months and one year; and $244 thousand over one year.

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, 2022, total deposits were $4.82 billion, representing a decrease of $6.6 million from December 31, 2021. The decrease was due to lower public deposits and reciprocal deposits, partially offset by growth in non-public deposits and brokered deposits. The decrease in public and reciprocal deposits was due to a combination of seasonal outflows and less demand due to the rising interest rate environment presenting alternative investment opportunities for customers. Time deposits were approximately 20% and 19% of total deposits at June 30, 2022 and December 31, 2021, respectively.

Non-public deposits, the largest component of our funding sources, totaled $2.76 billion and $2.70 billion at June 30, 2022 and December 31, 2021, respectively, and represented 57% and 56% 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 area. 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 $1.02 billion and $1.10 billion at June 30, 2022 and December 31, 2021, respectively, and represented 21% and 23% of total deposits as of each date, respectively. The decrease in public deposits during 2022 was due largely to seasonality.

We also participate in reciprocal deposit 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 reciprocal deposits were considered brokered deposits for regulatory reporting purposes. With the enactment of EGRRCPA, reciprocal deposits, subject to certain restrictions, are no longer required to be reported as brokered deposits. Reciprocal deposits totaled $672.3 million at June 30, 2022, compared to $771.4 million at December 31, 2021, as customers have been withdrawing funds from the program to re-balance operating accounts. Reciprocal deposits represented 14% and 16% of total deposits as of each date, respectively.

Brokered deposits totaled $367.6 million and $254.7 million at June 30, 2022 and December 31, 2021, respectively, and represented 8% and 5% of total deposits as of each date, 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,

 

 

 

2022

 

 

2021

 

Short-term borrowings – FHLB

 

$

109,000

 

 

$

30,000

 

Long-term borrowings – Subordinated notes, net

 

 

74,067

 

 

 

73,911

 

Total borrowings

 

$

183,067

 

 

$

103,911

 

 

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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, 2022 and December 31, 2021 consisted of $109.0 million and $30.0 million, respectively, in short-term borrowings. Short-term borrowings and brokered deposits have historically been utilized to manage the seasonality of public deposits. $50 million of the short-term borrowings balance at June 30, 2022 is designated as a cash-flow hedge, which became effective in April 2022, at a fixed rate of 0.79%.

We have credit capacity with the FHLB and can borrow through facilities that include amortizing and term advances or repurchase agreements. We had approximately $354.0 million of immediate credit capacity with the FHLB as of June 30, 2022. We had approximately $602.7 million in secured borrowing capacity at the Federal Reserve Bank (“FRB”) discount window, none of which was outstanding at June 30, 2022. The FHLB and FRB credit capacity are collateralized by securities from our investment portfolio and certain qualifying loans. We had approximately $130.0 million of credit available under unsecured federal funds purchased lines with various banks as of June 30, 2022 and December 31, 2021. Additionally, we had approximately $859.1 million of unencumbered liquid securities available for pledging at June 30, 2022.

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, 2022, no amounts have been drawn on the line of credit.

Long-term Borrowings

On October 7, 2020, we completed a private placement of $35.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes to qualified institutional buyers and accredited institutional investors that were subsequently exchanged for subordinated notes with substantially the same terms (the “2020 Notes”) registered under the Securities Act of 1933, as amended. The 2020 Notes have a maturity date of October 15, 2030 and bear interest, payable semi-annually, at the rate of 4.375% per annum, until October 15, 2025. Commencing on that date, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month SOFR plus 4.265%, payable quarterly until maturity. The 2020 Notes are redeemable by us, in whole or in part, on any interest payment date on or after October 15, 2025, and we may redeem the Notes in whole at any time upon certain other specified events. We used the net proceeds for general corporate purposes, organic growth and to support regulatory capital ratios at Five Star Bank. Proceeds, net of debt issuance costs of $740 thousand, were $34.3 million. The 2020 Notes qualify as Tier 2 capital for regulatory purposes.

On April 15, 2015, we issued $40.0 million of subordinated notes (the “2015 Notes”) in a registered public offering. The 2015 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. After the discontinuance of LIBOR, the interest rate will be determined by an alternate method as reasonably selected by the Company. The 2015 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 2015 Notes qualify as Tier 2 capital for regulatory purposes.

LIQUIDITY AND CAPITAL MANAGEMENT

Liquidity

We continue to actively monitor our liquidity profile and funding concentrations in accordance with our Board approved Liquidity Policy. While funding pressures have not occurred, management is actively monitoring customer activity by way of commercial and consumer line of credit utilization, as well as deposit flows. As of June 30, 2022, all structural liquidity ratios and early warning indicators remain in compliance, with what we believe are ample funding sources available in the event of a stress scenario.

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, the FRB and brokered deposit relationships. The primary source of our non-deposit short-term borrowings is FHLB advances, of which we had $109.0 million outstanding at June 30, 2022. In addition to this amount, we have additional collateralized wholesale borrowing capacity of approximately $1.09 billion 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.

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Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

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, 2022. The line of credit has a one-year term and matures in May 2023. Funds drawn would be used for general corporate purposes and backup liquidity.

Cash and cash equivalents were $109.7 million as of June 30, 2022, up $30.6 million from $79.1 million as of December 31, 2021. Net cash provided by operating activities totaled $81.8 million and the principal source of operating activity cash flow was net income adjusted for noncash income and expense items and an increase in other liabilities. Net cash used in investing activities totaled $98.9 million, which included outflows of $84.3 million for net loan originations and $10.0 million from net purchases of company owned life insurance. Net cash provided by financing activities of $47.7 million was attributed to a $79.0 million increase in short-term borrowings, partially offset by $15.3 million in common stock repurchases $9.4 million dividend payments and a $6.6 million decrease in deposits.

 

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 $425.8 million at June 30, 2022, a decrease of $79.3 million from $505.1 million at December 31, 2021. Net income for the six months ended June 30, 2022 increased shareholders’ equity by $15.6 million, offset by common and preferred stock dividends declared of $9.6 million. Accumulated other comprehensive loss included in shareholders’ equity increased $86.5 million during the six months ended June 30, 2022 due primarily to increased net unrealized losses on securities available for sale as a result of the increase in market interest rates.

The FRB and FDIC have adopted a system using risk-based capital guidelines to evaluate the capital adequacy of banks and bank holding companies. As of June 30, 2022, the Company’s capital levels remained characterized as “well-capitalized” under the Basel Committee on Banking Supervision’s (“BCBS”) capital guidelines for U.S. banks.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

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

 

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Common shareholders’ equity

 

$

408,509

 

 

$

487,850

 

Add: CECL transitional amount

 

 

6,403

 

 

 

8,537

 

Less: Goodwill and other intangible assets

 

 

71,192

 

 

 

71,748

 

Net unrealized loss on investment securities (1)

 

 

(93,931

)

 

 

(4,971

)

Hedging derivative instruments

 

 

3,735

 

 

 

1,160

 

Net periodic pension and postretirement benefits plan adjustments

 

 

(9,301

)

 

 

(9,396

)

Other

 

 

(228

)

 

 

 

Common Equity Tier 1 (“CET1”) Capital

 

 

443,445

 

 

 

437,846

 

Plus: Preferred stock

 

 

17,292

 

 

 

17,292

 

Less: Other

 

 

 

 

 

 

Tier 1 Capital

 

 

460,737

 

 

 

455,138

 

Plus: Qualifying allowance for credit losses

 

 

35,958

 

 

 

29,938

 

Subordinated Notes

 

 

74,067

 

 

 

73,911

 

Total regulatory capital

 

$

570,762

 

 

$

558,987

 

Adjusted average total assets (for leverage capital purposes)

 

$

5,621,888

 

 

$

5,532,987

 

Total risk-weighted assets

 

$

4,476,865

 

 

$

4,260,101

 

 

 

 

 

 

 

 

Regulatory Capital Ratios

 

 

 

 

 

 

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

 

 

8.20

%

 

 

8.23

%

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

 

 

9.91

%

 

 

10.28

%

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

 

 

10.29

%

 

 

10.68

%

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

 

 

12.75

%

 

 

13.12

%

 

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

 

We have elected to apply the 2020 CECL transition provision related to the impact of the CECL accounting standard on regulatory capital, as provided by the US banking agencies’ March 2020 interim final rule. Under the 2020 CECL transition provision, the regulatory capital impact of the Day 1 adjustment to the allowance for credit losses (after-tax) upon the January 1, 2020 CECL adoption date has been deferred, and will phase in to regulatory capital at 25% per year commencing January 1, 2022. For the ongoing impact of CECL, we were allowed to defer the regulatory capital impact of the allowance for credit losses in an amount equal to 25% of the change in the allowance for credit losses (pre-tax) recognized through earnings for each period between January 1, 2020, and December 31, 2021. The cumulative adjustment to the allowance for credit losses between January 1, 2020, and December 31, 2021, will also phase in to regulatory capital at 25% per year commencing January 1, 2022.

Basel III Capital Rules

Under the Basel III Capital Rules, the current minimum capital ratios, including an additional capital conservation buffer applicable to the Company and the Bank, are:

7.0% CET1 to risk-weighted assets;
8.5% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets; and
10.5% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets.

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 Basel III 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 Basel III Capital Rules.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

 

The following table presents actual and required capital ratios as of June 30, 2022 and December 31, 2021 for the Company and the Bank under the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, under the Basel III Capital Rules (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Required to be

 

 

 

 

 

 

 

 

 

Minimum Capital

 

 

Considered Well

 

 

 

Actual

 

 

Required – Basel III

 

 

Capitalized

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 leverage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

460,737

 

 

 

8.20

%

 

$

244,876

 

 

 

4.00

%

 

$

281,094

 

 

 

5.00

%

Bank

 

 

512,380

 

 

 

9.13

 

 

 

244,505

 

 

 

4.00

 

 

 

280,631

 

 

 

5.00

 

CET1 capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

443,445

 

 

 

9.91

 

 

 

313,381

 

 

 

7.00

 

 

 

290,996

 

 

 

6.50

 

Bank

 

 

512,380

 

 

 

11.47

 

 

 

312,649

 

 

 

7.00

 

 

 

290,317

 

 

 

6.50

 

Tier 1 capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

460,737

 

 

 

10.29

 

 

 

380,534

 

 

 

8.50

 

 

 

358,149

 

 

 

8.00

 

Bank

 

 

512,380

 

 

 

11.47

 

 

 

379,645

 

 

 

8.50

 

 

 

357,313

 

 

 

8.00

 

Total capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

570,762

 

 

 

12.75

 

 

 

470,071

 

 

 

10.50

 

 

 

447,687

 

 

 

10.00

 

Bank

 

 

548,338

 

 

 

12.28

 

 

 

468,973

 

 

 

10.50

 

 

 

446,641

 

 

 

10.00

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 leverage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$

455,138

 

 

 

8.23

%

 

$

221,319

 

 

 

4.00

%

 

$

276,649

 

 

 

5.00

%

Bank

 

 

496,337

 

 

 

8.98

 

 

 

220,963

 

 

 

4.00

 

 

 

276,204

 

 

 

5.00

 

CET1 capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

437,846

 

 

 

10.28

 

 

 

298,207

 

 

 

7.00

 

 

 

276,907

 

 

 

6.50

 

Bank

 

 

496,337

 

 

 

11.68

 

 

 

297,489

 

 

 

7.00

 

 

 

276,240

 

 

 

6.50

 

Tier 1 capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

455,138

 

 

 

10.68

 

 

 

362,109

 

 

 

8.50

 

 

 

340,808

 

 

 

8.00

 

Bank

 

 

496,337

 

 

 

11.68

 

 

 

361,237

 

 

 

8.50

 

 

 

339,987

 

 

 

8.00

 

Total capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

558,987

 

 

 

13.12

 

 

 

447,311

 

 

 

10.50

 

 

 

426,010

 

 

 

10.00

 

Bank

 

 

526,274

 

 

 

12.38

 

 

 

446,233

 

 

 

10.50

 

 

 

424,984

 

 

 

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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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, 2021 in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 10, 2022. 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, 2021 to June 30, 2022, aside from asset growth due to an increased liquidity position. The prolonged excess liquidity position has resulted from continued deposit growth and has driven higher investment security balances in 2021 and 2022. 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, 2023 assuming instantaneous changes in interest rates for the given rate shock scenarios (dollars in thousands):

 

 

 

Changes in Interest Rate

 

 

 

-100 bp

 

 

+100 bp

 

 

+200 bp

 

 

+300 bp

 

Estimated change in net interest income

 

$

(2,197

)

 

$

(1,144

)

 

$

(2,343

)

 

$

(3,528

)

% Change

 

 

-1.36

%

 

 

-0.71

%

 

 

-1.46

%

 

 

-2.19

%

 

In the rising rate scenarios, the static model results indicate that net interest income is modeled to decrease compared to the flat rate scenario over a one-year timeframe. This is a result of borrowing costs in the short-term repricing quicker than assets, and a model change from last quarter that places net income into non-interest rate sensitive accounts rather than back into Federal Reserve balances which reprice at the full force of the market rate changes. This simulation does not consider balance sheet growth or a change in the balance sheet mix. As intermediate and longer-term assets continue to mature and are replaced at higher yields, net interest income should improve over longer term timeframes. Model results in the declining rate scenario indicate a higher degree of decreases in net interest income due to assets having the ability to reprice downward near full market rate shocks, while deposit and borrowing liabilities reach modeled floors.

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. Furthermore, given the static balance sheet approach, retained earnings are considered to be reinvested in a non-interest earning asset.

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.

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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).

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, 2022 and December 31, 2021 (dollars in thousands). The analysis additionally presents a measurement of the interest rate sensitivity at June 30, 2022 and December 31, 2021. 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, 2022

 

 

December 31, 2021

 

Rate Shock Scenario:

 

EVE

 

 

Change

 

 

Percentage
Change

 

 

EVE

 

 

Change

 

 

Percentage
Change

 

Pre-Shock Scenario

 

$

886,181

 

 

 

 

 

 

 

 

$

775,697

 

 

 

 

 

 

 

- 100 Basis Points

 

 

890,553

 

 

$

4,372

 

 

 

0.49

%

 

 

746,770

 

 

$

(28,927

)

 

 

-3.73

%

+100 Basis Points

 

 

873,161

 

 

 

(13,020

)

 

 

(1.47

)

 

 

782,438

 

 

 

6,741

 

 

 

0.87

 

+ 200 Basis Points

 

 

862,585

 

 

 

(23,596

)

 

 

(2.66

)

 

 

786,362

 

 

 

10,665

 

 

 

1.37

 

+ 300 Basis Points

 

 

853,690

 

 

 

(32,491

)

 

 

(3.67

)

 

 

784,923

 

 

 

9,226

 

 

 

1.19

 

 

The increase in the Pre-Shock Scenario EVE at June 30, 2022 compared to December 31, 2021 is the result of the increase in market rates. Although fixed rate assets decreased in value, this was offset by a positive trend in deposit premiums due to deposit cost controls during the first half of the year. The slight decrease in sensitivity in the +100 basis point Rate Shock Scenario to EVE at June 30, 2022 compared to December 31, 2021 is a result of increased wholesale borrowing during the six month period which doesn't realize the same economic value benefit as core deposits in higher rate environments.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2022, 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, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

From time to time we are a party to or otherwise involved in legal proceedings arising out of the normal course of business. Regardless of the outcome, litigation can have an adverse impact on us because of prosecution, defense and settlement costs, unfavorable awards, diversion of management resources and other factors.

We are party to an action filed against us on May 16, 2017 by Matthew L. Chipego, Charlene Mowry, Constance C. Churchill and Joseph W. Ewing in the Court of Common Pleas in Philadelphia, Pennsylvania. Plaintiffs sought class certification to represent classes of consumers in New York and Pennsylvania along with statutory damages, interest and declaratory relief. The plaintiffs sought to represent a putative class of consumers who are alleged to have obtained direct or indirect financing from us for the purchase of vehicles that we later repossessed. The plaintiffs specifically claim that the notices the Bank sent to defaulting consumers after their vehicles were repossessed did not comply with the relevant portions of the Uniform Commercial Code in New York and Pennsylvania. We dispute and believe we have meritorious defenses against these claims and plan to vigorously defend ourselves.

On September 30, 2021, the Court granted plaintiffs’ motion for class certification and certified four different classes (two classes of New York consumers and two classes of Pennsylvania consumers). There are approximately 5,200 members in the New York classes and approximately 300 members in the Pennsylvania classes. We are currently awaiting a ruling from the Superior Court of Pennsylvania on our motion seeking permission to appeal the denial of our motion to dismiss the action for lack of standing. On February 8, 2022, plaintiffs filed a motion for partial summary judgement for most of the relief they seek. We filed a cross motion for summary judgement seeking the dismissal of a portion of the class and sought an offset in the form of recoupment which reduces any liability that may be imposed against us by the amounts that the borrowers owe to the Bank for failing to repay their motor vehicle loans. At this time, the briefing on the motions for partial summary judgment is complete. Although the Court had indicated a hearing would be held on these motions, it has not been scheduled and we have no indication of when or if such a hearing will in fact be held. In addition, on April 25, 2022, the Pennsylvania Supreme Court declared unconstitutional a statute on which the Court may have based jurisdiction in this case. Therefore, on June 27, 2022, we filed a motion for reconsideration of the Court's June 5, 2018 decision overruling our preliminary objections based on lack of personal jurisdiction as to the New York plaintiffs. Plaintiffs have responded to that motion claiming an alternative basis for jurisdiction. Discovery is now ongoing and through a Case Management Order dated February 10, 2022, it must be completed by October 3, 2022. Based on the current schedule, pre-trial motions must be submitted by November 21, 2022, and the case must be ready for trial on March 6, 2023. We have not accrued a contingent liability for this matter at this time because, given our defenses, we are unable to conclude whether a liability is probable to occur nor are we able to currently reasonably estimate the amount of potential loss.

If we settle these claims or the action is not resolved in our favor, we may suffer reputational damage and incur legal costs, settlements or judgments that exceed the amounts covered by our existing insurance policies. We can provide no assurances that our insurer will insure the legal costs, settlements or judgments we incur in excess of our deductible. If we are unsuccessful in defending ourselves from these claims or if our insurer does not insure us against legal costs we incur in excess of our deductible, the result may materially adversely affect our business, results of operations and financial condition.

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

In June 2022, the Company’s Board of Directors authorized a share repurchase program for up to 766,447 shares of common stock. The program will expire at the earlier of the completion of all share repurchases or a Board vote to retire the program.

The Company’s repurchases of its common stock during the second quarter of 2022 were as follows:

Issuer Purchases of Equity Securities

 

 

 

 

 

 

 

 

 

 

 

 

Period

 

Total Number of Shares Purchased (1)

 

 

Average Price Paid Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

 

April 1 - 30, 2022

 

 

 

 

$

 

 

 

 

 

 

 

May 1 - 31, 2022

 

 

11,275

 

 

 

26.75

 

 

 

 

 

 

 

June 1 - 30, 2022

 

 

 

 

 

 

 

 

 

 

 

766,447

 

Total

 

 

11,275

 

 

$

26.75

 

 

 

 

 

 

766,447

 

 

(1)
This column reflects the deemed surrender to us of 11,275 shares of common stock to satisfy tax withholding obligations in connection with the vesting of employee restricted stock units.

 

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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

 

 

 

 

 

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

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

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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 8, 2022

Martin K. Birmingham

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

/s/ W. Jack Plants II

 

, August 8, 2022

W. Jack Plants II

 

 

Senior Vice President and Chief Financial Officer and Treasurer

 

 

(Principal Financial Officer)

 

 

 

 

/s/ Sonia M. Dumbleton

 

, August 8, 2022

Sonia M. Dumbleton

 

 

Senior Vice President and Controller

 

 

(Principal Accounting Officer)

 

 

 

72