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Pathfinder Bancorp, Inc. - Quarter Report: 2016 June (Form 10-Q)

 
 
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_____________________________

FORM 10-Q

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

       For the quarterly period ended June 30, 2016

OR
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
     For the transition period from _______ to _______


 
 
(Exact Name of Company as Specified in its Charter)
 

Maryland
(State of Other Jurisdiction of Incorporation)
001-36695
(Commission File No.)
38-3941859
(I.R.S. Employer Identification No.)
 

214 West First Street, Oswego, NY 13126
(Address of Principal Executive Office) (Zip Code)

(315) 343-0057
(Issuer's Telephone Number including area code)

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 T        NO * 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES T        NO *

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

Large accelerated filer*                          Accelerated filer*                                    Non-accelerated filer *                                                 Smaller reporting company  T
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES *    NO T

As of August 11, 2016, there were 4,358,144 shares issued and outstanding of the registrant's common stock.

 


PATHFINDER BANCORP, INC.
INDEX

 

PART I - FINANCIAL INFORMATION
 
PAGE NO.
       
Item 1.
Consolidated Financial Statements (Unaudited)
   
   
3
   
4
   
5
   
6
   
7
   
8
       
Item 2.
 
35
 
and Results of Operations (Unaudited)
   
       
Item 3.
 
50
       
Item 4.
 
50
       
 
51
       
Item 1.
Legal Proceedings
   
Item 1A.
Risk Factors
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   
Item 3.
Defaults upon Senior Securities
   
Item 4.
Mine Safety Disclosures
   
Item 5.
Other information
   
Item 6.
Exhibits
   
       
 
52
       
       

PART I - FINANCIAL INFORMATION
Item 1 – Consolidated Financial Statements
Pathfinder Bancorp, Inc.
Consolidated Statements of Condition
(Unaudited)

   
June 30,
   
December 31,
 
(In thousands, except share and per share data)
 
2016
   
2015
 
ASSETS:
           
Cash and due from banks
 
$
12,296
   
$
9,624
 
Interest earning deposits
   
12,800
     
5,621
 
Total cash and cash equivalents
   
25,096
     
15,245
 
Available-for-sale securities, at fair value
   
116,395
     
98,942
 
Held-to-maturity securities, at amortized cost (fair value of $43,887 and $45,515, respectively)
   
42,126
     
44,297
 
Federal Home Loan Bank stock, at cost
   
4,036
     
2,424
 
Loans
   
450,581
     
430,438
 
Less: Allowance for loan losses
   
5,930
     
5,706
 
Loans receivable, net
   
444,651
     
424,732
 
Premises and equipment, net
   
14,880
     
14,834
 
Accrued interest receivable
   
2,069
     
2,053
 
Foreclosed real estate
   
506
     
517
 
Intangible assets, net
   
206
     
214
 
Goodwill
   
4,536
     
4,536
 
Bank owned life insurance
   
11,297
     
10,615
 
Other assets
   
5,173
     
4,845
 
Total assets
 
$
670,971
   
$
623,254
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY:
               
Deposits:
               
Interest-bearing
 
$
458,104
   
$
428,636
 
Noninterest-bearing
   
67,964
     
61,679
 
Total deposits
   
526,068
     
490,315
 
Short-term borrowings
   
49,950
     
24,800
 
Long-term borrowings
   
13,500
     
16,500
 
Subordinated loans
   
15,008
     
14,991
 
Accrued interest payable
   
39
     
199
 
Other liabilities
   
6,283
     
5,220
 
Total liabilities
   
610,848
     
552,025
 
Shareholders' equity:
               
Preferred stock - SBLF, par value $0.01 per share; $1,000 liquidation preference;
               
13,000 shares authorized; 0 shares and 13,000 shares issued and outstanding, respectively
   
-
     
13,000
 
Common stock, par value $0.01; 25,000,000 authorized shares;
               
4,358,144 and 4,353,850 shares issued and 4,358,144 and 4,353,850 shares outstanding, respectively
   
44
     
44
 
Additional paid in capital
   
28,870
     
28,717
 
Retained earnings
   
34,244
     
33,183
 
Accumulated other comprehensive loss
   
(1,985
)
   
(2,565
)
Unearned ESOP
   
(1,484
)
   
(1,574
)
Total Pathfinder Bancorp, Inc. shareholders' equity
   
59,689
     
70,805
 
Noncontrolling interest
   
434
     
424
 
Total equity
   
60,123
     
71,229
 
Total liabilities and shareholders' equity
 
$
670,971
   
$
623,254
 
                 
The accompanying notes are an integral part of the consolidated financial statements.
               
 
 

 
Pathfinder Bancorp, Inc.
Consolidated Statements of Income
(Unaudited)

   
For the three
   
For the three
   
For the six
   
For the six
 
   
months ended
   
months ended
   
months ended
   
months ended
 
(In thousands, except per share data)
 
June 30, 2016
   
June 30, 2015
   
June 30, 2016
   
June 30, 2015
 
Interest and dividend income:
                       
Loans, including fees
 
$
5,047
   
$
4,551
   
$
9,971
   
$
8,950
 
Debt securities:
                               
Taxable
   
581
     
516
     
1,137
     
975
 
Tax-exempt
   
200
     
190
     
391
     
387
 
Dividends
   
26
     
40
     
53
     
69
 
Federal funds sold and interest earning deposits
   
12
     
5
     
26
     
7
 
       Total interest and dividend income
   
5,866
     
5,302
     
11,578
     
10,388
 
Interest expense:
                               
Interest on deposits
   
572
     
483
     
1,147
     
928
 
Interest on short-term borrowings
   
29
     
35
     
51
     
72
 
Interest on long-term borrowings
   
71
     
65
     
143
     
126
 
Interest on subordinated loans
   
201
     
40
     
404
     
80
 
       Total interest expense
   
873
     
623
     
1,745
     
1,206
 
          Net interest income
   
4,993
     
4,679
     
9,833
     
9,182
 
Provision for loan losses
   
150
     
401
     
360
     
784
 
          Net interest income after provision for loan losses
   
4,843
     
4,278
     
9,473
     
8,398
 
Noninterest income:
                               
Service charges on deposit accounts
   
285
     
288
     
572
     
554
 
Earnings and gain on bank owned life insurance
   
66
     
65
     
146
     
149
 
Loan servicing fees
   
31
     
41
     
65
     
93
 
Net gains on sales and redemptions of investment securities
   
132
     
49
     
212
     
101
 
Net losses on sales of loans and foreclosed real estate
   
(10
)
   
(4
)
   
(10
)
   
(4
)
Debit card interchange fees
   
141
     
136
     
276
     
259
 
Other charges, commissions & fees
   
381
     
377
     
766
     
665
 
          Total noninterest income
   
1,026
     
952
     
2,027
     
1,817
 
Noninterest expense:
                               
Salaries and employee benefits
   
2,653
     
2,356
     
5,338
     
4,738
 
Building occupancy
   
425
     
441
     
888
     
944
 
Data processing
   
419
     
354
     
841
     
742
 
Professional and other services
   
221
     
229
     
418
     
449
 
Advertising
   
189
     
114
     
329
     
236
 
FDIC assessments
   
108
     
102
     
216
     
197
 
Audits and exams
   
82
     
59
     
158
     
120
 
Other expenses
   
681
     
577
     
1,293
     
1,030
 
          Total noninterest expenses
   
4,778
     
4,232
     
9,481
     
8,456
 
Income before income taxes
   
1,091
     
998
     
2,019
     
1,759
 
Provision for income taxes
   
225
     
290
     
498
     
514
 
Net income attributable to noncontrolling interest and Pathfinder Bancorp, Inc.
   
866
     
708
     
1,521
     
1,245
 
Net income attributable to noncontrolling interest
   
34
     
14
     
28
     
22
 
Net income attributable to Pathfinder Bancorp, Inc.
   
832
     
694
     
1,493
     
1,223
 
Preferred stock dividends
   
-
     
33
     
16
     
65
 
Net income available to common shareholders
 
$
832
   
$
661
   
$
1,477
   
$
1,158
 
                                 
Earnings per common share - basic
 
$
0.20
   
$
0.16
   
$
0.36
   
$
0.28
 
Earnings per common share - diluted
 
$
0.20
   
$
0.16
   
$
0.35
   
$
0.28
 
Dividends per common share
 
$
0.05
   
$
0.03
   
$
0.10
   
$
0.06
 

The accompanying notes are an integral part of the consolidated financial statements.
 
 

 
Pathfinder Bancorp, Inc.
 
Consolidated Statements of Comprehensive Income
 
(Unaudited)
 
                         
   
For the three months ended
   
For the six months ended
 
   
June 30, 2016
   
June 30, 2015
   
June 30, 2016
   
June 30, 2015
 
(In thousands)
                       
Net Income
 
$
866
   
$
708
   
$
1,521
   
$
1,245
 
                                 
Other Comprehensive Income
                               
                                 
Retirement Plans:
                               
Retirement plan net losses recognized in plan expenses
   
54
     
45
     
109
     
90
 
Plan (losses) not recognized in plan expenses
   
-
     
-
     
-
     
-
 
Net unrealized gain on retirement plans
   
54
     
45
     
109
     
90
 
                                 
Unrealized holding gains on financial derivative:
                               
Change in unrealized holding gains (losses) on financial derivative
   
3
     
(5
)
   
2
     
(6
)
Reclassification adjustment for interest expense included in net income
   
11
     
15
     
25
     
31
 
Net unrealized gain on financial derivative
   
14
     
10
     
27
     
25
 
                                 
Unrealized holding gains (losses) on available for sale securities
                               
Unrealized holding gains (losses) arising during the period
   
6
     
(878
)
   
548
     
(413
)
Reclassification adjustment for net gains (losses) included in net income
   
132
     
(49
)
   
212
     
(101
)
Net unrealized gain (losses) on available for sale securities
   
138
     
(927
)
   
760
     
(514
)
                                 
Accretion of net unrealized loss on securities transferred to held-to-maturity(1)
   
35
     
32
     
70
     
65
 
                                 
Other comprehensive income (losses), before tax
   
241
     
(840
)
   
966
     
(334
)
Tax effect
   
(95
)
   
336
     
(386
)
   
134
 
Other comprehensive income (losses), net of tax
   
146
     
(504
)
   
580
     
(200
)
Comprehensive income
 
$
1,012
   
$
204
   
$
2,101
   
$
1,045
 
Comprehensive income attributable to noncontrolling interest
 
$
34
   
$
14
   
$
28
   
$
22
 
Comprehensive income attributable to Pathfinder Bancorp, Inc.
 
$
978
   
$
190
   
$
2,073
   
$
1,023
 
                                 
                                 
Tax Effect Allocated to Each Component of Other Comprehensive Income
                               
Retirement plan net losses recognized in plan expenses
 
$
(21
)
 
$
(18
)
 
$
(44
)
 
$
(36
)
Change in unrealized holding (losses) gains on financial derivative
   
(2
)
   
2
     
(1
)
   
2
 
Reclassification adjustment for interest expense included in net income
   
(4
)
   
(6
)
   
(10
)
   
(12
)
Unrealized holding (losses) gains arising during the period
   
(2
)
   
351
     
(219
)
   
165
 
Reclassification adjustment for net (losses) gains included in net income
   
(52
)
   
20
     
(84
)
   
41
 
Accretion of net unrealized loss on securities transferred to held-to-maturity(1)
   
(14
)
   
(13
)
   
(28
)
   
(26
)
Income tax effect related to other comprehensive income
 
$
(95
)
 
$
336
   
$
(386
)
 
$
134
 
                                 
(1) The accretion of the unrealized holding losses in accumulated other comprehensive loss at the date of transfer at September 30, 2013 partially offsets the amortization of the difference between the par value and the fair value of the investment securities at the date of transfer, and is an adjustment of yield.
 

The accompanying notes are an integral part of the consolidated financial statements.









Pathfinder Bancorp, Inc.
 
Consolidated Statements of Changes in Shareholder's Equity
 
Six months ended June 30, 2016 and June 30, 2015
 
(Unaudited)
 
                                                 
                           
 
                   
               
 
         
Accumulated
         
Non-
       
   
Preferred
   
Common
   
Additional
   
Retained
   
Other
   
Unearned
   
controlling
       
 (In thousands, except share and per share data)
 
Stock
   
Stock
   
Paid in Capital
   
Earnings
   
Comprehenvie Loss
   
ESOP
   
Interest
   
Total
 
                                                 
 Balance, January 1, 2016
 
$
13,000
   
$
44
   
$
28,717
   
$
33,183
   
$
(2,565
)
 
$
(1,574
)
 
$
424
   
$
71,229
 
                                                                 
 Net income
   
-
     
-
     
-
     
1,493
     
-
     
-
     
28
     
1,521
 
                                                                 
 Other comprehensive income, net of tax
   
-
     
-
     
-
     
-
     
580
     
-
     
-
     
580
 
                                                                 
 Preferred stock redemption (13,000 shares)
   
(13,000
)
   
-
     
-
     
-
     
-
     
-
     
-
     
(13,000
)
 
                                                               
 Preferred stock dividends - SBLF
   
-
     
-
     
-
     
(16
)
   
-
     
-
     
-
     
(16
)
                                                                 
 ESOP shares earned (12,221 shares)
   
-
     
-
     
54
     
-
     
-
     
90
     
-
     
144
 
                                                                 
 Stock based compensation
   
-
     
-
     
76
     
-
     
-
     
-
     
-
     
76
 
                                                                 
 Stock options exercised
   
-
     
-
     
23
     
-
     
-
     
-
     
-
     
23
 
                                                                 
 Common stock dividends declared ($0.10 per share)
   
-
     
-
     
-
     
(416
)
   
-
     
-
     
-
     
(416
)
                                                                 
 Distributions from affiliates
   
-
     
-
     
-
     
-
     
-
     
-
     
(18
)
   
(18
)
 Balance, June 30, 2016
 
$
-
   
$
44
   
$
28,870
   
$
34,244
   
$
(1,985
)
 
$
(1,484
)
 
$
434
   
$
60,123
 
                                                                 
 Balance, January 1, 2015
 
$
13,000
   
$
44
   
$
28,534
   
$
31,085
   
$
(2,119
)
 
$
(1,754
)
 
$
414
   
$
69,204
 
                                                                 
 Net income
   
-
     
-
     
-
     
1,223
     
-
     
-
     
22
     
1,245
 
                                                                 
 Other comprehensive loss, net of tax
   
-
     
-
     
-
     
-
     
(200
)
   
-
     
-
     
(200
)
                                                                 
 Preferred stock dividends - SBLF
   
-
     
-
     
-
     
(65
)
   
-
     
-
     
-
     
(65
)
                                                                 
 ESOP shares earned (12,222 shares)
   
-
     
-
     
38
     
-
     
-
     
90
     
-
     
128
 
                                                                 
 Stock based compensation
   
-
     
-
     
42
     
-
     
-
     
-
     
-
     
42
 
                                                                 
 Common stock dividends declared ($0.06 per share)
   
-
     
-
     
-
     
(247
)
   
-
     
-
     
-
     
(247
)
                                                                 
 Distributions from affiliates
   
-
     
-
     
-
             
-
     
-
     
(33
)
   
(33
)
 Balance, June 30, 2015
 
$
13,000
   
$
44
   
$
28,614
   
$
31,996
   
$
(2,319
)
 
$
(1,664
)
 
$
403
   
$
70,074
 
                                                                 
The accompanying notes are an integral part of the consolidated financial statements.
                                         












Pathfinder Bancorp, Inc.
 
Consolidated Statements of Cash Flows
 
(Unaudited)
 
   
For the six months ended June 30,
 
(In thousands)
 
2016
   
2015
 
OPERATING ACTIVITIES
           
Net income attributable to Pathfinder Bancorp, Inc.
 
$
1,493
   
$
1,223
 
Adjustments to reconcile net income to net cash flows from operating activities:
               
Provision for loan losses
   
360
     
784
 
Realized losses (gains) on sales, redemptions and calls of:
               
Real estate acquired through foreclosure
   
10
     
4
 
Available-for-sale investment securities
   
(211
)
   
(101
)
Held-to-maturity investment securities
   
(1
)
   
-
 
Depreciation
   
458
     
465
 
Amortization of mortgage servicing rights
   
6
     
7
 
Amortization of deferred loan costs
   
99
     
82
 
Amortization of deferred financing from subordinated debt
   
17
     
-
 
Earnings and gain on bank owned life insurance
   
(146
)
   
(149
)
Net amortization of premiums and discounts on investment securities
   
585
     
436
 
Amortization of intangible assets
   
8
     
9
 
Stock based compensation and ESOP expense
   
220
     
170
 
Net change in accrued interest receivable
   
(16
)
   
(117
)
Net change in other assets and liabilities
   
373
     
683
 
Net cash flows from operating activities
   
3,255
     
3,496
 
INVESTING ACTIVITIES
               
Purchase of investment securities available-for-sale
   
(81,252
)
   
(47,485
)
Purchase of investment securities held-to-maturity
   
(500
)
   
(5,034
)
Net (purchases of) proceeds from  Federal Home Loan Bank stock
   
(1,612
)
   
98
 
Proceeds from maturities and principal reductions of
               
investment securities available-for-sale
   
36,271
     
15,933
 
Proceeds from maturities and principal reductions of
               
investment securities held-to-maturity
   
2,686
     
2,015
 
Proceeds from sales, redemptions and calls of:
               
Available-for-sale investment securities
   
25,970
     
16,481
 
Held-to-maturity investment securities
   
2,000
     
-
 
Real estate acquired through foreclosure
   
170
     
171
 
Acquisition of insurance agency
   
-
     
(225
)
Net change in loans
   
(20,548
)
   
(16,463
)
Purchase of premises and equipment
   
(504
)
   
(503
)
Net cash flows from investing activities
   
(37,319
)
   
(35,012
)
FINANCING ACTIVITIES
               
Net change in demand deposits, NOW accounts, savings accounts,
               
money management deposit accounts, MMDA accounts and escrow deposits
   
37,851
     
45,933
 
Net change in time deposits and brokered deposits
   
(2,098
)
   
(3,926
)
Net change in short-term borrowings
   
25,150
     
(7,100
)
Payments on long-term borrowings
   
(3,000
)
   
(2,000
)
Proceeds from long-term borrowings
   
-
     
5,000
 
Repayment of loans on cash surrender value of bank owned life insurance
   
(536
)
   
-
 
Redemption of preferred stock - SBLF
   
(13,000
)
   
-
 
Proceeds from exercise of stock options
   
23
     
-
 
Cash dividends paid to preferred shareholder - SBLF
   
(49
)
   
(65
)
Cash dividends paid to common shareholders
   
(436
)
   
(261
)
Change in noncontrolling interest, net
   
10
     
(11
)
Net cash flows from financing activities
   
43,915
     
37,570
 
Change in cash and cash equivalents
   
9,851
     
6,054
 
Cash and cash equivalents at beginning of period
   
15,245
     
11,356
 
Cash and cash equivalents at end of period
 
$
25,096
   
$
17,410
 
CASH PAID DURING THE PERIOD FOR:
               
Interest
 
$
1,905
   
$
1,209
 
Income taxes
   
513
     
462
 
NON-CASH INVESTING ACTIVITY
               
Real estate acquired in exchange for loans
   
170
     
275
 
                 
The accompanying notes are an integral part of the consolidated financial statements.
               
 

 

Notes to Consolidated Financial Statements (Unaudited)

Note 1:  Basis of Presentation

The accompanying unaudited consolidated financial statements of Pathfinder Bancorp, Inc., (the "Company"), Pathfinder Bank (the "Bank") and its other wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions for Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes necessary for a complete presentation of consolidated financial condition, results of operations and cash flows in conformity with generally accepted accounting principles.  In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included.  Certain amounts in the 2015 consolidated financial statements may have been reclassified to conform to the current period presentation.  These reclassifications had no effect on net income or comprehensive income as previously reported.  Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow practices within the banking industry.  Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes.  These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments.  Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported.  Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value or when an asset or liability needs to be recorded contingent upon a future event.  Carrying assets and liabilities at fair value inherently results in more financial statement volatility.  The fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices or are provided by other third-party sources, when available.  When third party information is not available, valuation adjustments are estimated in good faith by management.

Although the Company owns, through its subsidiary Pathfinder Risk Management Company, Inc., 51% of the membership interest in FitzGibbons Agency, LLC ("Agency"), the Company is required to consolidate 100% of the Agency within the consolidated financial statements.  The 49% of which the Company does not own is accounted for separately as noncontrolling interests within the consolidated financial statements.

On February 16, 2016, the Company redeemed all 13,000 shares of the Series B Preferred Stock outstanding with the payment of $13.0 million to the Small Business Lending Facility ("SBLF").  This redemption was substantially financed by the issuance on October 15, 2015 of the $10.0 million Subordinated Loan with an effective annual interest rate of 6.44%.  The issuance of the Subordinated Loan has increased interest expense by approximately $644,000 per year, but prospectively reduced the future amount payable to the SBLF in preferred stock dividends.  Had the preferred stock not been retired, effective April 1, 2016, the annual dividend rate for the preferred stock would have been 9.0%.  Therefore, the retirement of the $13.0 million of the SBLF Preferred Series B stock has resulted in an annual reduction of dividends payable to the preferred shareholder of $1.2 million. The Company paid preferred stock dividends totaling $16,000 in 2016 and $130,000 in 2015.  These transactions had no effect on the regulatory capital position of the Bank.

On June 1, 2016, the Company announced that it had completed the process of its previously announced restructuring plan to combine the operations of its subsidiaries, Pathfinder Bank and Pathfinder Commercial Bank, into a single New York State chartered commercial bank.  This transaction was completed on May 31, 2016.  Simultaneously with the combination, Pathfinder Commercial Bank's charter was amended such that Pathfinder Commercial Bank became a full-service commercial bank, rather than a limited purpose commercial bank, which it was previously, and its name was changed to "Pathfinder Bank".  The transaction is expected to have little impact on the investments or operations of the Bank, although the Bank expects some annual operating cost savings as a result of the combination.
 

 
Note 2:   New Accounting Pronouncements

On June 16, 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This ASU codified the final current expected credit loss ("CECL") modeling requirement for financial assets within its scope.  The CECL modeling requirement represents a transition in the way institutions will account for losses on many financial assets, including loans.  In comparison to current authoritative guidance, the largest proposed change is the shift to accounting for expected losses over the entire life of the financial asset.
The new CECL model will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes loans, held-to-maturity debt securities, loan commitments, financial guarantees, and net investments in leases, as well as reinsurance and trade receivables. Upon initial recognition of the exposure, the CECL model requires an entity to estimate the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses ("ECL") methodology should consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments.  Generally, the initial estimate of the ECL and subsequent changes in the estimate will be reported in current earnings. The ECL will be recorded through an allowance for loan and lease losses ("ALLL") in the statement of financial position.
Current GAAP requires an "incurred loss" methodology for recognizing credit losses that delays recognition until it is probable that a loss has been incurred.  The current model therefore generally restricts an organization's ability to record credit losses that are expected, but do not yet meet the "probable" threshold.
The ASU also significantly amends the current available-for-sale ("AFS") security other-than-temporary impairment ("OTTI") model for debt securities. The new model will require an estimate of ECL only when the fair value is below the amortized cost of the asset. The length of time that the fair value of an AFS debt security has been below the amortized cost will no longer impact the determination of whether a credit loss exists.  In addition, credit losses on AFS debt securities will now be limited to the difference between the security's amortized cost basis and its fair value. The AFS debt security model will also require the use of an allowance to record estimated credit losses (and subsequent recoveries).
The new guidance addresses purchased financial assets with credit deterioration ("PCD"). The new model applies to purchased financial assets (measured at amortized cost or held as AFS) that have experienced more than insignificant credit deterioration since origination. This represents a change from the scope of what are considered purchased credit-impaired assets under the current model. Different than the accounting for originated or purchased assets that do not qualify as PCD, the initial estimate of expected credit losses for a PCD would be recognized through an ALLL with an offset to the cost basis of the related financial asset at acquisition (i.e., there is no impact to net income at initial recognition). Subsequently, the accounting will follow the applicable CECL or AFS debt security impairment model with all adjustments of the ALLL recognized through earnings.
ASU 2016-13 also expands the disclosure requirements regarding an entity's assumptions, models, and methods for estimating the ALLL. In addition, public business entities ("PBEs") will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. This disclosure will not be required for other reporting entities.
For PBEs that are U.S. Securities and Exchange Commission (SEC) filers, such as the Company, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.  All entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  An entity will apply the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective.  The provisions of this new accounting standard are complex and will require substantial analysis prior to the ASU's implementation.  The Company's management is currently in the process of evaluating the impact that this standard will have on its consolidated financial statements.
 

 

Note 3:   Earnings per Common Share

Basic earnings per share are calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period.  Net income available to common shareholders is net income to Pathfinder Bancorp, Inc. less the total of preferred dividends declared. Diluted earnings per share include the potential dilutive effect that could occur upon the assumed exercise of issued stock options using the Treasury Stock method.  Anti-dilutive stock options, not included in the computation below, were 280,396 for the three months ended June 30, 2016 and 148,434 for the six months ended June 30, 2016 and were -0- for the three months ended June 30, 2015 and 8,236 for the six months ended June 30, 2015.  Unallocated common shares held by the ESOP are not included in the weighted-average number of common shares outstanding for purposes of calculating earnings per common share until they are committed to be released to plan participants.

The following table sets forth the calculation of basic and diluted earnings per share.


   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
(In thousands, except per share data)
 
2016
   
2015
   
2016
   
2015
 
Basic Earnings Per Common Share
                       
Net income available to common shareholders
 
$
832
   
$
661
   
$
1,477
   
$
1,158
 
Weighted average common shares outstanding
   
4,149
     
4,120
     
4,145
     
4,117
 
Basic earnings per common share
 
$
0.20
   
$
0.16
   
$
0.36
   
$
0.28
 
                                 
Diluted Earnings Per Common Share
                               
Net income available to common shareholders
 
$
832
   
$
661
   
$
1,477
   
$
1,158
 
Weighted average common shares outstanding
   
4,149
     
4,120
     
4,145
     
4,117
 
Effect of assumed exercise of stock options
   
84
     
67
     
81
     
62
 
Diluted weighted average common shares outstanding
   
4,233
     
4,187
     
4,226
     
4,179
 
Diluted earnings per common share
 
$
0.20
   
$
0.16
   
$
0.35
   
$
0.28
 



Note 4:   Investment Securities

The amortized cost and estimated fair value of investment securities are summarized as follows:


 
 
June 30, 2016
 
         
Gross
   
Gross
   
Estimated
 
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
(In thousands)
 
Cost
   
Gains
   
Losses
   
Value
 
Available-for-Sale Portfolio
                       
Debt investment securities:
                       
US Treasury, agencies and GSEs
 
$
28,041
   
$
9
   
$
(16
)
 
$
28,034
 
State and political subdivisions
   
11,804
     
155
     
(17
)
   
11,942
 
Corporate
   
12,501
     
113
     
(26
)
   
12,588
 
Asset backed securities
   
2,564
     
-
     
-
     
2,564
 
Residential mortgage-backed - US agency
   
23,526
     
213
     
-
     
23,739
 
Collateralized mortgage obligations - US agency
   
29,711
     
216
     
(84
)
   
29,843
 
Collateralized mortgage obligations  - Private Label
   
5,808
     
-
     
(32
)
   
5,776
 
Total
   
113,955
     
706
     
(175
)
   
114,486
 
Equity investment securities:
                               
Mutual funds:
                               
Ultra short mortgage fund
   
643
     
-
     
(8
)
   
635
 
Large cap equity fund
   
456
     
155
     
-
     
611
 
Common stock - Financial services industry
   
663
     
-
     
-
     
663
 
Total
   
1,762
     
155
     
(8
)
   
1,909
 
Total available-for-sale
 
$
115,717
   
$
861
   
$
(183
)
 
$
116,395
 
Held-to-Maturity Portfolio
                               
Debt investment securities:
                               
US Treasury, agencies and GSEs
 
$
5,874
   
$
178
   
$
-
   
$
6,052
 
State and political subdivisions
   
21,578
     
1,095
     
-
     
22,673
 
Corporate
   
4,607
     
46
     
(13
)
   
4,640
 
Residential mortgage-backed - US agency
   
7,146
     
248
     
-
     
7,394
 
Collateralized mortgage obligations - US agency
   
2,921
     
207
     
-
     
3,128
 
Total held-to-maturity
 
$
42,126
   
$
1,774
   
$
(13
)
 
$
43,887
 







 
 
December 31, 2015
 
         
Gross
   
Gross
   
Estimated
 
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
(In thousands)
 
Cost
   
Gains
   
Losses
   
Value
 
Available-for-Sale Portfolio
                       
Debt investment securities:
                       
US Treasury, agencies and GSEs
 
$
21,380
   
$
13
   
$
(85
)
 
$
21,308
 
State and political subdivisions
   
8,198
     
107
     
(5
)
   
8,300
 
Corporate
   
18,173
     
51
     
(96
)
   
18,128
 
Residential mortgage-backed - US agency
   
32,740
     
113
     
(280
)
   
32,573
 
Collateralized mortgage obligations - US agency
   
16,880
     
95
     
(142
)
   
16,833
 
Collateralized mortgage obligations - Private Label
   
-
     
-
     
-
     
-
 
Total
   
97,371
     
379
     
(608
)
   
97,142
 
Equity investment securities:
                               
Mutual funds:
                               
Ultra short mortgage fund
   
643
     
-
     
(5
)
   
638
 
Large cap equity fund
   
456
     
127
     
-
     
583
 
Common stock - Financial services industry
   
554
     
25
     
-
     
579
 
Total
   
1,653
     
152
     
(5
)
   
1,800
 
Total available-for-sale
 
$
99,024
   
$
531
   
$
(613
)
 
$
98,942
 
Held-to-Maturity Portfolio
                               
Debt investment securities:
                               
US Treasury, agencies and GSEs
 
$
7,860
   
$
81
   
$
(29
)
 
$
7,912
 
State and political subdivisions
   
21,585
     
881
     
-
     
22,466
 
Corporate
   
4,175
     
53
     
(3
)
   
4,225
 
Residential mortgage-backed - US agency
   
7,763
     
137
     
(5
)
   
7,895
 
Collateralized mortgage obligations - US agency
   
2,914
     
103
     
-
     
3,017
 
Total held-to-maturity
 
$
44,297
   
$
1,255
   
$
(37
)
 
$
45,515
 


The amortized cost and estimated fair value of debt investments at June 30, 2016 by contractual maturity are shown below.  Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.

   
Available-for-Sale
   
Held-to-Maturity
 
   
Amortized
   
Estimated
   
Amortized
   
Estimated
 
(In thousands)
 
Cost
   
Fair Value
   
Cost
   
Fair Value
 
Due in one year or less
 
$
17,920
   
$
17,926
   
$
205
   
$
206
 
Due after one year through five years
   
28,110
     
28,240
     
10,075
     
10,386
 
Due after five years through ten years
   
6,445
     
6,519
     
17,633
     
18,427
 
Due after ten years
   
2,435
     
2,443
     
4,146
     
4,346
 
Sub-total
   
54,910
     
55,128
     
32,059
     
33,365
 
Residential mortgage-backed - US agency
   
23,526
     
23,739
     
7,146
     
7,394
 
Collateralized mortgage obligations - US agency
   
29,711
     
29,843
     
2,921
     
3,128
 
Collateralized mortgage obligations - Private label
   
5,808
     
5,776
     
-
     
-
 
Totals
 
$
113,955
   
$
114,486
   
$
42,126
   
$
43,887
 



The Company's investment securities' gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

 
June 30, 2016
 
 
Less than Twelve Months
 
Twelve Months or More
 
Total
 
 
Number of
         
Number of
         
Number of
         
 
Individual
 
Unrealized
 
Fair
 
Individual
 
Unrealized
 
Fair
 
Individual
 
Unrealized
 
Fair
 
(Dollars in thousands)
Securities
 
Losses
 
Value
 
Securities
 
Losses
 
Value
 
Securities
 
Losses
 
Value
 
Available-for-Sale
                                   
US Treasury, agencies and GSE's
   
4
   
$
(16
)
 
$
11,991
     
-
   
$
-
   
$
-
     
4
   
$
(16
)
 
$
11,991
 
State and political subdivisions
   
9
     
(17
)
   
2,572
     
-
     
-
     
-
     
9
     
(17
)
   
2,572
 
Corporate
   
-
     
-
     
-
     
2
     
(26
)
   
2,157
     
2
     
(26
)
   
2,157
 
Equity and other investments
   
1
     
(8
)
   
635
     
-
     
-
     
-
     
1
     
(8
)
   
635
 
Residential mortgage-backed - US agency
   
1
     
-
     
659
     
-
     
-
     
-
     
1
     
-
     
659
 
Collateralized mortgage obligations - US agency
   
5
     
(32
)
   
5,930
     
6
     
(52
)
   
3,872
     
11
     
(84
)
   
9,802
 
Collateralized mortgage obligations - Private label
   
2
     
(32
)
   
2,127
     
-
     
-
     
-
     
2
     
(32
)
   
2,127
 
Totals
   
22
   
$
(105
)
 
$
23,914
     
8
   
$
(78
)
 
$
6,029
     
30
   
$
(183
)
 
$
29,943
 
Held-to-Maturity
                                                                       
US Treasury, agencies and GSE's
   
-
   
$
-
   
$
-
     
-
   
$
-
   
$
-
     
-
   
$
-
   
$
-
 
Corporate
   
1
     
(13
)
   
840
     
-
     
-
     
-
     
1
     
(13
)
   
840
 
Residential mortgage-backed - US agency
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Totals
   
1
   
$
(13
)
 
$
840
     
-
   
$
-
   
$
-
     
1
   
$
(13
)
 
$
840
 
                                                                         
                                                                         
 
December 31, 2015
 
 
Less than Twelve Months
 
Twelve Months or More
 
Total
 
 
Number of
                 
Number of
                 
Number of
                 
 
Individual
 
Unrealized
 
Fair
 
Individual
 
Unrealized
 
Fair
 
Individual
 
Unrealized
 
Fair
 
(Dollars in thousands)
Securities
 
Losses
 
Value
 
Securities
 
Losses
 
Value
 
Securities
 
Losses
 
Value
 
Available-for-Sale
                                                                       
US Treasury, agencies and GSE's
   
9
   
$
(70
)
 
$
13,382
     
1
   
$
(15
)
 
$
984
     
10
   
$
(85
)
 
$
14,366
 
State and political subdivisions
   
13
     
(4
)
   
1,894
     
3
     
(1
)
   
339
     
16
     
(5
)
   
2,233
 
Corporate
   
10
     
(57
)
   
8,123
     
2
     
(39
)
   
2,820
     
12
     
(96
)
   
10,943
 
Equity and other investments
   
1
     
(5
)
   
638
     
-
     
-
     
-
     
1
     
(5
)
   
638
 
Residential mortgage-backed - US agency
   
14
     
(148
)
   
20,204
     
5
     
(132
)
   
4,812
     
19
     
(280
)
   
25,016
 
Collateralized mortgage obligations - US agency
   
6
     
(80
)
   
8,618
     
3
     
(62
)
   
1,789
     
9
     
(142
)
   
10,407
 
Collateralized mortgage obligations - Private label
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Totals
   
53
   
$
(364
)
 
$
52,859
     
14
   
$
(249
)
 
$
10,744
     
67
   
$
(613
)
 
$
63,603
 
Held-to-Maturity
                                                                       
US Treasury, agencies and GSE's
   
2
   
$
(29
)
 
$
2,970
     
-
   
$
-
   
$
-
     
2
   
$
(29
)
 
$
2,970
 
Corporate
   
1
     
(3
)
   
225
     
-
     
-
     
-
     
1
     
(3
)
   
225
 
Residential mortgage-backed - US agency
   
1
     
(5
)
   
795
     
-
     
-
     
-
     
1
     
(5
)
   
795
 
Totals
   
4
   
$
(37
)
 
$
3,990
     
-
   
$
-
   
$
-
     
4
   
$
(37
)
 
$
3,990
 

The Company conducts a formal review of investment securities on a quarterly basis for the presence of other-than-temporary impairment ("OTTI").  The Company assesses whether OTTI is present when the fair value of a debt security is less than its amortized cost basis at the statement of condition date.  Under these circumstances, OTTI is considered to have occurred (1) if we intend to sell the security; (2) if it is "more likely than not" we will be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows is not anticipated to be sufficient to recover the entire amortized cost basis.  The guidance requires that credit-related OTTI is recognized in earnings while non-credit-related OTTI on securities not expected to be sold is recognized in other comprehensive income ("OCI").  Non-credit-related OTTI is based on other factors, including illiquidity and changes in the general interest rate environment.  Presentation of OTTI is made in the consolidated statement of income on a gross basis, including both the portion recognized in earnings as well as the portion recorded in OCI.  The gross OTTI would then be offset by the amount of non-credit-related OTTI, showing the net as the impact on earnings.
 

 
Management does not believe any individual unrealized loss in the securities portfolio as of June 30, 2016 represents OTTI.  With the exception of certain individually small municipal bond issuances, all securities are rated above the lowest tier of investment grade by one or more nationally recognized statistical rating organizations (NRSRO) with the exception of three corporate securities that are rated at the lowest level of investment grade and three structured credit issuances, acquired in 2016, that are unrated.

Nine municipal securities have been in a loss position for four months or less at June 30, 2016.  Each of these has a relatively insignificant unrealized loss position.  For the group, losses range from 0.01% to 1.31% of their current book values.  No municipal securities are deemed to have any credit impairment at the reporting date.  Two corporate securities have been in a loss position for greater than 12 months with the largest loss position being 1.57% of current book value.  The two securities are rated A1 and A3 by Moody's, and A and A- by Standard & Poors, respectively.

The unrealized losses reported pertaining to securities issued by the U.S. Government and its sponsored entities, include agency and mortgage-backed securities issued by FNMA, FHLMC, FHLB and FFCB which are currently rated Aaa by Moody's Investor Services, AA+ by Standard and Poors and are implicitly guaranteed by the U.S. Government.  The unrealized losses reflected are primarily attributable to changes in interest rates since the securities were acquired.  The company does not intend to sell these securities, nor is it more likely than not, that the company will be required to sell these securities prior to recovery of the amortized cost.  As such, management does not believe any individual unrealized loss as of June 30, 2016 represents OTTI.

Two private-label mortgage-backed securities, acquired in 2016, have been in a loss position for three months or less at June 30, 2016. The largest loss position among the two securities is 1.53% of current book value. Neither security is rated by an NRSRO but management monitors their performance regularly and the securities are not deemed to have any credit-related impairment at June 30, 2016.

In determining whether OTTI has occurred for equity securities, the Company considers the applicable factors described above and the length of time the equity security's fair value has been below the carrying amount. Management has determined that we have the intent and ability to retain the equity securities for a sufficient period of time to allow for recovery.

Gross realized gains (losses) on sales of securities for the indicated periods are detailed below:

 
For the three months
 
For the six months
 
 
ended June 30,
 
ended June 30,
 
(In thousands)
2016
 
2015
 
2016
 
2015
 
Realized gains
 
$
134
   
$
53
   
$
229
   
$
110
 
Realized losses
   
(2
)
   
(4
)
   
(17
)
   
(9
)
 
 
$
132
   
$
49
   
$
212
   
$
101
 

As of June 30, 2016 and December 31, 2015, securities with a fair value of $74.5 million and $89.7 million, respectively, were pledged to collateralize certain municipal deposit relationships.  As of the same dates, securities with a fair value of $15.5 million and $17.8 million were pledged against certain borrowing arrangements.

Management has reviewed its loan and mortgage-backed securities portfolios and determined that, to the best of its knowledge, little exposure exists to sub-prime or other high-risk residential mortgages.  With limited exceptions in the Company's investment portfolio involving the senior-most tranches of securitized bonds, the Company is not in the practice of investing in, or originating, these types of investments or loans.





Note 5:   Pension and Postretirement Benefits

The Company has a noncontributory defined benefit pension plan covering substantially all employees. The plan provides defined benefits based on years of service and final average salary. On May 14, 2012, the Company informed its employees of its decision to freeze participation and benefit accruals under the plan, primarily to reduce some of the volatility in earnings that can accompany the maintenance of a defined benefit plan.  The plan was frozen on June 30, 2012.  Compensation earned by employees up to June 30, 2012 is used for purposes of calculating benefits under the plan but there are no future benefit accruals after this date.  Participants as of June 30, 2012 will continue to earn vesting credit with respect to their frozen accrued benefits as they continue to work. In addition, the Company provides certain health and life insurance benefits for a limited number of eligible retired employees.  The healthcare plan is contributory with participants' contributions adjusted annually; the life insurance plan is noncontributory.  Employees with less than 14 years of service as of January 1, 1995, are not eligible for the health and life insurance retirement benefits.

The composition of net periodic pension plan and postretirement plan costs for the indicated periods is as follows:

 
Pension Benefits
 
Postretirement Benefits
 
Pension Benefits
 
Postretirement Benefits
 
 
For the three months ended June 30,
 
For the six months ended June 30,
 
(In thousands)
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
                                 
Service cost
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
Interest cost
   
116
     
117
     
2
     
5
     
232
     
234
     
4
     
9
 
Expected return on plan assets
   
(238
)
   
(243
)
   
-
     
-
     
(476
)
   
(487
)
   
-
     
-
 
Amortization of net losses
   
56
     
45
     
(2
)
   
-
     
113
     
90
     
(4
)
   
-
 
Net periodic benefit plan (benefit) cost
 
$
(66
)
 
$
(81
)
 
$
-
   
$
5
   
$
(131
)
 
$
(163
)
 
$
-
   
$
9
 

The Company will evaluate the need for further contributions to the defined benefit pension plan during 2016.  The prepaid pension asset is recorded in other assets on the statement of condition as of June 30, 2016 and December 31, 2015.

Note 6:   Loans

Major classifications of loans at the indicated dates are as follows:

   
June 30,
   
December 31,
 
(In thousands)
 
2016
   
2015
 
Residential mortgage loans:
           
1-4 family first-lien residential mortgages
 
$
188,455
   
$
181,792
 
Construction
   
5,414
     
7,924
 
Total residential mortgage loans
   
193,869
     
189,716
 
                 
Commercial loans:
               
Real estate
   
132,433
     
129,506
 
Lines of credit
   
20,777
     
19,035
 
Other commercial and industrial
   
66,632
     
54,899
 
Tax exempt loans
   
8,265
     
9,081
 
Total commercial loans
   
228,107
     
212,521
 
                 
Consumer loans:
               
Home equity and junior liens
   
23,452
     
23,463
 
Other consumer
   
5,396
     
4,886
 
Total consumer loans
   
28,848
     
28,349
 
 
               
Total loans
   
450,824
     
430,586
 
Net deferred loan fees
   
(243
)
   
(148
)
Less allowance for loan losses
   
(5,930
)
   
(5,706
)
Loans receivable, net
 
$
444,651
   
$
424,732
 

The Company originates residential mortgage, commercial, and consumer loans largely to customers throughout Oswego and Onondaga counties. Although the Company has a diversified loan portfolio, a substantial portion of its borrowers' abilities to honor their loan contracts is dependent upon the counties' employment and economic conditions.

As of June 30, 2016 and December 31, 2015, residential mortgage loans with a carrying value of $130.9 million and $125.8 million, respectively, have been pledged by the Company to the Federal Home Loan Bank of New York ("FHLBNY") under a blanket collateral agreement to secure the Company's line of credit and term borrowings.

Loan Origination / Risk Management

The Company's lending policies and procedures are presented in Note 5 to the audited consolidated financial statements included in the 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2016 and have not changed.

To develop and document a systematic methodology for determining the allowance for loan losses, the Company has divided the loan portfolio into three portfolio segments, each with different risk characteristics but with similar methodologies for assessing risk.  Each portfolio segment is broken down into loan classes where appropriate.  Loan classes contain unique measurement attributes, risk characteristics, and methods for monitoring and assessing risk that are necessary to develop the allowance for loan losses.  Unique characteristics such as borrower type, loan type, collateral type, and risk characteristics define each class.  

The following table illustrates the portfolio segments and classes for the Company's loan portfolio:


Portfolio Segment
Class
    
Residential Mortgage Loans
1-4 family first-lien residential mortgages
 
Construction
    
Commercial Loans
Real estate
 
Lines of credit
 
Other commercial and industrial
 
Tax exempt loans
    
Consumer Loans
Home equity and junior liens
 
Other consumer

The following tables present the classes of the loan portfolio, not including net deferred loan costs, summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company's internal risk rating system as of the dates indicated:

 
As of June 30, 2016
 
     
Special
             
(In thousands)
Pass
 
Mention
 
Substandard
 
Doubtful
 
Total
 
Residential mortgage loans:
                   
1-4 family first-lien residential mortgages
 
$
184,629
   
$
512
   
$
1,850
   
$
1,464
   
$
188,455
 
Construction
   
5,414
     
-
     
-
     
-
     
5,414
 
Total residential mortgage loans
   
190,043
     
512
     
1,850
     
1,464
     
193,869
 
Commercial loans:
                                       
Real estate
   
124,598
     
4,130
     
3,705
     
-
     
132,433
 
Lines of credit
   
19,704
     
1,058
     
15
     
-
     
20,777
 
Other commercial and industrial
   
65,634
     
722
     
270
     
6
     
66,632
 
Tax exempt loans
   
8,265
     
-
     
-
     
-
     
8,265
 
Total commercial loans
   
218,201
     
5,910
     
3,990
     
6
     
228,107
 
Consumer loans:
                                       
Home equity and junior liens
   
22,915
     
182
     
177
     
178
     
23,452
 
Other consumer
   
5,282
     
54
     
60
     
-
     
5,396
 
Total consumer loans
   
28,197
     
236
     
237
     
178
     
28,848
 
Total loans
 
$
436,441
   
$
6,658
   
$
6,077
   
$
1,648
   
$
450,824
 
                                         
                                         
 
As of December 31, 2015
 
         
Special
                         
(In thousands)
Pass
 
Mention
 
Substandard
 
Doubtful
 
Total
 
Residential mortgage loans:
                                       
1-4 family first-lien residential mortgages
 
$
177,244
   
$
1,375
   
$
2,425
   
$
748
   
$
181,792
 
Construction
   
7,924
     
-
     
-
     
-
     
7,924
 
Total residential mortgage loans
   
185,168
     
1,375
     
2,425
     
748
     
189,716
 
Commercial loans:
                                       
Real estate
   
121,283
     
4,345
     
3,878
     
-
     
129,506
 
Lines of credit
   
17,358
     
1,469
     
208
     
-
     
19,035
 
Other commercial and industrial
   
53,540
     
848
     
504
     
7
     
54,899
 
Tax exempt loans
   
9,081
     
-
     
-
     
-
     
9,081
 
Total commercial loans
   
201,262
     
6,662
     
4,590
     
7
     
212,521
 
Consumer loans:
                                       
Home equity and junior liens
   
22,780
     
182
     
287
     
214
     
23,463
 
Other consumer
   
4,840
     
31
     
15
     
-
     
4,886
 
Total consumer loans
   
27,620
     
213
     
302
     
214
     
28,349
 
Total loans
 
$
414,050
   
$
8,250
   
$
7,317
   
$
969
   
$
430,586
 

 

 
Management has reviewed its loan portfolio and determined that, to the best of its knowledge, no exposure exists to sub-prime or other high-risk residential mortgages.  The Company is not in the practice of originating these types of loans.

Nonaccrual and Past Due Loans

Loans are placed on nonaccrual when the contractual payment of principal and interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan may be currently performing.

Loans are considered past due if the required principal and interest payments have not been received within thirty days of the payment due date.

An age analysis of past due loans, not including net deferred loan costs, segregated by portfolio segment and class of loans, as of June 30, 2016 and December 31, 2015, are detailed in the following tables:

 
As of June 30, 2016
 
 
30-59 Days
 
60-89 Days
 
90 Days
             
 
Past Due
 
Past Due
 
and Over
 
Total
     
Total Loans
 
(In thousands)
And Accruing
 
And Accruing
     
Past Due
 
Current
 
Receivable
 
Residential mortgage loans:
                       
1-4 family first-lien residential mortgages
 
$
1,562
   
$
546
   
$
1,721
   
$
3,829
   
$
184,626
   
$
188,455
 
Construction
   
-
     
-
     
-
     
-
     
5,414
     
5,414
 
Total residential mortgage loans
   
1,562
     
546
     
1,721
     
3,829
     
190,040
     
193,869
 
Commercial loans:
                                               
Real estate
   
76
     
507
     
2,736
     
3,319
     
129,114
     
132,433
 
Lines of credit
   
-
     
-
     
100
     
100
     
20,677
     
20,777
 
Other commercial and industrial
   
423
     
701
     
188
     
1,312
     
65,320
     
66,632
 
Tax exempt loans
   
-
     
-
     
-
     
-
     
8,265
     
8,265
 
Total commercial loans
   
499
     
1,208
     
3,024
     
4,731
     
223,376
     
228,107
 
Consumer loans:
                                               
Home equity and junior liens
   
118
     
33
     
395
     
546
     
22,906
     
23,452
 
Other consumer
   
7
     
53
     
9
     
69
     
5,327
     
5,396
 
Total consumer loans
   
125
     
86
     
404
     
615
     
28,233
     
28,848
 
Total loans
 
$
2,186
   
$
1,840
   
$
5,149
   
$
9,175
   
$
441,649
   
$
450,824
 
                                                 
                                                 
 
As of December 31, 2015
 
 
30-59 Days
 
60-89 Days
 
90 Days
                         
 
Past Due
 
Past Due
 
and Over
 
Total
         
Total Loans
 
(In thousands)
And Accruing
 
And Accruing
         
Past Due
 
Current
 
Receivable
 
Residential mortgage loans:
                                               
1-4 family first-lien residential mortgages
 
$
1,115
   
$
808
   
$
1,715
   
$
3,638
   
$
178,154
   
$
181,792
 
Construction
   
-
     
-
     
-
     
-
     
7,924
     
7,924
 
Total residential mortgage loans
   
1,115
     
808
     
1,715
     
3,638
     
186,078
     
189,716
 
Commercial loans:
                                               
Real estate
   
940
     
135
     
2,694
     
3,769
     
125,737
     
129,506
 
Lines of credit
   
20
     
-
     
174
     
194
     
18,841
     
19,035
 
Other commercial and industrial
   
159
     
216
     
370
     
745
     
54,154
     
54,899
 
Tax exempt loans
   
-
     
-
     
-
     
-
     
9,081
     
9,081
 
Total commercial loans
   
1,119
     
351
     
3,238
     
4,708
     
207,813
     
212,521
 
Consumer loans:
                                               
Home equity and junior liens
   
132
     
-
     
360
     
492
     
22,971
     
23,463
 
Other consumer
   
14
     
15
     
5
     
34
     
4,852
     
4,886
 
Total consumer loans
   
146
     
15
     
365
     
526
     
27,823
     
28,349
 
Total loans
 
$
2,380
   
$
1,174
   
$
5,318
   
$
8,872
   
$
421,714
   
$
430,586
 

 

 
Nonaccrual loans, segregated by class of loan, were as follows:

   
June 30,
   
December 31,
 
(In thousands)
 
2016
   
2015
 
Residential mortgage loans:
           
1-4 family first-lien residential mortgages
 
$
1,721
   
$
1,715
 
 
   
1,721
     
1,715
 
Commercial loans:
               
Real estate
   
2,736
     
2,694
 
Lines of credit
   
100
     
174
 
Other commercial and industrial
   
188
     
370
 
 
   
3,024
     
3,238
 
Consumer loans:
               
Home equity and junior liens
   
395
     
360
 
Other consumer
   
9
     
5
 
 
   
404
     
365
 
Total nonaccrual loans
 
$
5,149
   
$
5,318
 

The Company is required to disclose certain activities related to Troubled Debt Restructurings ("TDR") in accordance with accounting guidance. Certain loans have been modified in a TDR where economic concessions have been granted to a borrower who is experiencing, or expected to experience, financial difficulties. These economic concessions could include a reduction in the loan interest rate, extension of payment terms, reduction of principal amortization, or other actions that it would not otherwise consider for a new loan with similar risk characteristics.

The Company is required to disclose new TDRs for each reporting period for which an income statement is being presented.

The Company has determined that there were no new TDRs for the three or six month period ended June 30, 2016.

The Company has determined that there were no new TDRs in the three month period ended June 30, 2015 and one new TDR in the six month period ended June 30, 2015.  The following details the nature of this TDR, which occurred in the first six months of 2015.

·
The modification made within the commercial real estate loan class resulted in a pre-modification and post-modification recorded investment of $678,000 and $324,000, respectively.  Economic concessions granted included extended payment terms without an associated increase in collateral.  The Company was required to increase the specific reserve against this loan by an additional $354,000 which was a component of the provision of loan losses.

The Company had no loans that have been modified as TDRs during the twelve months prior to June 30, 2016, which have subsequently defaulted during the six months ended June 30, 2016.

The Company had no loans that had been modified as TDRs during the twelve months prior to June 30, 2015, which had subsequently defaulted during the six months ended June 30, 2015.

When the Company modifies a loan within a portfolio segment, a potential impairment is analyzed either based on the present value of the expected future cash flows discounted at the interest rate of the original loan terms or the fair value of the collateral less costs to sell. If it is determined that the value of the loan is less than its recorded investment, then impairment is recognized as a component of the provision for loan losses, an associated increase to the allowance for loan losses or as a charge-off to the allowance for loan losses in the current period.

Impaired Loans

The following tables summarize impaired loan information by portfolio class at the indicated dates:

   
June 30, 2016
   
December 31, 2015
 
         
Unpaid
               
Unpaid
       
   
Recorded
   
Principal
   
Related
   
Recorded
   
Principal
   
Related
 
(In thousands)
 
Investment
   
Balance
   
Allowance
   
Investment
   
Balance
   
Allowance
 
With no related allowance recorded:
                                   
1-4 family first-lien residential mortgages
 
$
469
   
$
469
   
$
-
   
$
473
   
$
473
   
$
-
 
Commercial real estate
   
2,332
     
2,513
     
-
     
2,580
     
2,709
     
-
 
Commercial lines of credit
   
410
     
410
     
-
     
574
     
597
     
-
 
Other commercial and industrial
   
377
     
377
     
-
     
536
     
569
     
-
 
Home equity and junior liens
   
278
     
278
     
-
     
187
     
187
     
-
 
Other consumer
   
2
     
3
     
-
     
5
     
6
     
-
 
With an allowance recorded:
                                               
1-4 family first-lien residential mortgages
   
131
     
144
     
39
     
-
     
-
     
-
 
Commercial real estate
   
1,912
     
2,035
     
792
     
1,850
     
1,963
     
760
 
Commercial lines of credit
   
5
     
5
     
5
     
5
     
5
     
5
 
Other commercial and industrial
   
183
     
198
     
152
     
224
     
230
     
193
 
Home equity and junior liens
   
7
     
8
     
6
     
101
     
101
     
2
 
Other consumer
   
-
     
-
     
-
     
-
     
-
     
-
 
Total:
                                               
1-4 family first-lien residential mortgages
   
600
     
613
     
39
     
473
     
473
     
-
 
Commercial real estate
   
4,244
     
4,548
     
792
     
4,430
     
4,672
     
760
 
Commercial lines of credit
   
415
     
415
     
5
     
579
     
602
     
5
 
Other commercial and industrial
   
560
     
575
     
152
     
760
     
799
     
193
 
Home equity and junior liens
   
285
     
286
     
6
     
288
     
288
     
2
 
Other consumer
   
2
     
3
     
-
     
5
     
6
     
-
 
Totals
 
$
6,106
   
$
6,440
   
$
994
   
$
6,535
   
$
6,840
   
$
960
 

The following table presents the average recorded investment in impaired loans for the periods indicated:

   
For the three months ended
   
For the six months ended
 
   
June 30,
   
June 30,
 
(In thousands)
 
2016
   
2015
   
2016
   
2015
 
1-4 family first-lien residential mortgages
 
$
602
   
$
633
   
$
559
   
$
801
 
Commercial real estate
   
4,298
     
4,875
     
4,342
     
4,920
 
Commercial lines of credit
   
501
     
543
     
526
     
455
 
Other commercial and industrial
   
647
     
861
     
685
     
775
 
Home equity and junior liens
   
288
     
295
     
288
     
317
 
Other consumer
   
3
     
8
     
4
     
9
 
Total
 
$
6,339
   
$
7,215
   
$
6,404
   
$
7,277
 

The following table presents the cash basis interest income recognized on impaired loans for the periods indicated:

   
For the three months ended
   
For the six months ended
 
   
June 30,
   
June 30,
 
(In thousands)
 
2016
   
2015
   
2016
   
2015
 
1-4 family first-lien residential mortgages
 
$
5
   
$
5
   
$
12
   
$
9
 
Commercial real estate
   
27
     
34
     
52
     
50
 
Commercial lines of credit
   
-
     
7
     
-
     
7
 
Other commercial and industrial
   
12
     
13
     
21
     
18
 
Home equity and junior liens
   
2
     
-
     
4
     
10
 
Other consumer
   
-
     
-
     
-
     
-
 
Total
 
$
46
   
$
59
   
$
89
   
$
94
 
 
 
Note 7:   Allowance for Loan Losses

Summarized in the tables below are changes in the allowance for loan losses for the indicated periods and information pertaining to the allocation of the allowance for loan losses, balances of the allowance for loan losses, loans receivable based on individual, and collective impairment evaluation by loan portfolio class.  An allocation of a portion of the allowance to a given portfolio class does not limit the Company's ability to absorb losses in another portfolio class.

 
For the three months ended June 30, 2016
 
 
1-4 family
                 
 
first-lien
 
Residential
         
Other
 
 
residential
 
construction
 
Commercial
 
Commercial
 
commercial
 
(In thousands)
mortgage
 
mortgage
 
real estate
 
lines of credit
 
and industrial
 
Allowance for loan losses:
                   
Beginning Balance
 
$
642
   
$
-
   
$
2,884
   
$
395
   
$
1,213
 
   Charge-offs
   
(30
)
   
-
     
-
     
(22
)
   
-
 
   Recoveries
   
1
     
-
     
-
     
1
     
3
 
   Provisions
   
14
     
-
     
187
     
31
     
25
 
Ending balance
 
$
627
   
$
-
   
$
3,071
   
$
405
   
$
1,241
 
Ending balance: related to loans
                                       
individually evaluated for impairment
   
39
     
-
     
792
     
5
     
152
 
Ending balance: related to loans
                                       
collectively evaluated for impairment
 
$
588
   
$
-
   
$
2,279
   
$
400
   
$
1,089
 
                                         
Loans receivables:
                                       
Ending balance
 
$
188,455
   
$
5,414
   
$
132,433
   
$
20,777
   
$
66,632
 
Ending balance: individually
                                       
evaluated for impairment
   
600
     
-
     
4,244
     
415
     
560
 
Ending balance: collectively
                                       
evaluated for impairment
 
$
187,855
   
$
5,414
   
$
128,189
   
$
20,362
   
$
66,072
 
                                         
                                         
         
Home equity
 
Other
                 
 
Municipal
 
and junior liens
 
Consumer
 
Unallocated
 
Total
 
Allowance for loan losses:
                                       
Beginning Balance
 
$
2
   
$
355
   
$
145
   
$
215
   
$
5,851
 
   Charge-offs
   
-
     
(29
)
   
(10
)
   
-
     
(91
)
   Recoveries
   
-
     
1
     
14
     
-
     
20
 
   Provisions
   
(1
)
   
23
     
(2
)
   
(127
)
   
150
 
Ending balance
 
$
1
   
$
350
   
$
147
   
$
88
   
$
5,930
 
Ending balance: related to loans
                                       
individually evaluated for impairment
   
-
     
6
     
-
     
-
     
994
 
Ending balance: related to loans
                                       
collectively evaluated for impairment
 
$
1
   
$
344
   
$
147
   
$
88
   
$
4,936
 
                                         
Loans receivables:
                                       
Ending balance
 
$
8,265
   
$
23,452
   
$
5,396
           
$
450,824
 
Ending balance: individually
                                       
evaluated for impairment
   
-
     
285
     
2
             
6,106
 
Ending balance: collectively
                                       
evaluated for impairment
 
$
8,265
   
$
23,167
   
$
5,394
           
$
444,718
 




 
 
For the six months ended June 30, 2016
 
 
1-4 family
                 
 
first-lien
             
Other
 
 
residential
     
Commercial
 
Commercial
 
commercial
 
(In thousands)
mortgage
 
Construction
 
real estate
 
lines of credit
 
and industrial
 
Allowance for loan losses:
                   
Beginning Balance
 
$
581
   
$
-
   
$
2,983
   
$
401
   
$
1,270
 
   Charge-offs
   
(30
)
   
-
     
-
     
(43
)
   
-
 
   Recoveries
   
1
     
-
     
-
     
9
     
7
 
   Provisions
   
75
     
-
     
88
     
38
     
(36
)
Ending balance
 
$
627
   
$
-
   
$
3,071
   
$
405
   
$
1,241
 
                                         
         
Home equity
 
Other
                 
 
Tax exempt
 
and junior liens
 
consumer
 
Unallocated
 
Total
 
Allowance for loan losses:
                                       
Beginning Balance
 
$
3
   
$
350
   
$
118
   
$
-
   
$
5,706
 
   Charge-offs
   
-
     
(89
)
   
(19
)
   
-
     
(181
)
   Recoveries
   
-
     
3
     
25
     
-
     
45
 
   Provisions
   
(2
)
   
86
     
23
     
88
     
360
 
Ending balance
 
$
1
   
$
350
   
$
147
   
$
88
   
$
5,930
 
 

 


 
For the three months ended June 30, 2015
 
 
1-4 family
                 
 
first-lien
 
Residential
         
Other
 
 
residential
 
construction
 
Commercial
 
Commercial
 
commercial
 
(In thousands)
mortgage
 
mortgage
 
real estate
 
lines of credit
 
and industrial
 
Allowance for loan losses:
                   
Beginning Balance
 
$
498
   
$
-
   
$
3,165
   
$
441
   
$
938
 
   Charge-offs
   
(27
)
   
-
     
-
     
-
     
-
 
   Recoveries
   
38
     
-
     
-
     
25
     
3
 
   Provisions
   
35
     
-
     
123
     
51
     
169
 
Ending balance
 
$
544
   
$
-
   
$
3,288
   
$
517
   
$
1,110
 
Ending balance: related to loans
                                       
individually evaluated for impairment
   
-
     
-
     
1,064
     
150
     
220
 
Ending balance: related to loans
                                       
collectively evaluated for impairment
 
$
544
   
$
-
   
$
2,224
   
$
367
   
$
890
 
                                         
Loans receivables:
                                       
Ending balance
 
$
175,978
   
$
3,934
   
$
126,349
   
$
18,119
   
$
42,290
 
Ending balance: individually
                                       
evaluated for impairment
   
479
     
-
     
4,818
     
612
     
952
 
Ending balance: collectively
                                       
evaluated for impairment
 
$
175,499
   
$
3,934
   
$
121,531
   
$
17,507
   
$
41,338
 
                                         
                                         
         
Home equity
 
Other
                 
 
Municipal
 
and junior liens
 
Consumer
 
Unallocated
 
Total
 
Allowance for loan losses:
                                       
Beginning Balance
 
$
4
   
$
329
   
$
87
   
$
-
   
$
5,462
 
   Charge-offs
   
-
     
-
     
(12
)
   
-
     
(39
)
   Recoveries
   
-
     
-
     
10
     
-
     
76
 
   Provisions
   
1
     
2
     
20
     
-
     
401
 
Ending balance
 
$
5
   
$
331
   
$
105
   
$
-
   
$
5,900
 
Ending balance: related to loans
                                       
individually evaluated for impairment
   
-
     
5
     
-
     
-
     
1,439
 
Ending balance: related to loans
                                       
collectively evaluated for impairment
 
$
5
   
$
326
   
$
105
   
$
-
   
$
4,461
 
                                         
Loans receivables:
                                       
Ending balance
 
$
9,606
   
$
22,591
   
$
4,610
           
$
403,477
 
Ending balance: individually
                                       
evaluated for impairment
   
-
     
294
     
7
             
7,162
 
Ending balance: collectively
                                       
evaluated for impairment
 
$
9,606
   
$
22,297
   
$
4,603
           
$
396,315
 





 
For the six months ended June 30, 2015
 
 
1-4 family
                 
 
first-lien
 
Residential
         
Other
 
 
residential
 
construction
 
Commercial
 
Commercial
 
commercial
 
(In thousands)
mortgage
 
mortgage
 
real estate
 
lines of credit
 
and industrial
 
Allowance for loan losses:
                   
Beginning Balance
 
$
509
   
$
-
   
$
2,801
   
$
460
   
$
1,034
 
   Charge-offs
   
(165
)
   
-
     
(29
)
   
(10
)
   
(108
)
   Recoveries
   
38
     
-
     
-
     
36
     
5
 
   Provisions
   
162
     
-
     
516
     
31
     
179
 
Ending balance
 
$
544
   
$
-
   
$
3,288
   
$
517
   
$
1,110
 
                                         
                                         
         
Home equity
 
Other
                 
 
Tax exempt
 
and junior liens
 
consumer
 
Unallocated
 
Total
 
Allowance for loan losses:
                                       
Beginning Balance
 
$
3
   
$
388
   
$
98
   
$
56
   
$
5,349
 
   Charge-offs
   
-
     
-
     
(32
)
   
-
     
(344
)
   Recoveries
   
-
     
7
     
25
     
-
     
111
 
   Provisions
   
2
     
(64
)
   
14
     
(56
)
   
784
 
Ending balance
 
$
5
   
$
331
   
$
105
   
$
-
   
$
5,900
 

Note 8:  Foreclosed Real Estate

The Company is required to disclose the carrying amount of foreclosed residential real estate properties held as a result of obtaining physical possession of the property at each reporting period.

     
 
   
 
 
(Dollars in thousands)
Number of properties
 
June 30, 2016
 
Number of properties
 
December 31, 2015
 
Foreclosed residential real estate
   
4
   
$
170
     
2
   
$
182
 

At June 30, 2016, the Company reported $ 1.1 million in residential real estate loans in the process of foreclosure.

Note 9:   Guarantees

The Company does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit.  Generally, all letters of credit, when issued have expiration dates within one year.  The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers.  The Company generally holds collateral and/or personal guarantees supporting these commitments.  The Company had $1.9 million of standby letters of credit as of June 30, 2016.  Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees.   The fair value of standby letters of credit was not significant to the Company's consolidated financial statements.

Note 10:  Fair Value Measurements

Accounting guidance related to fair value measurements and disclosures specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair value hierarchy:
 
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
 

 
Level 2 – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 – Model-derived valuations in which one or more significant inputs or significant value drivers are unobservable.

An asset's or liability's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs, minimize the use of unobservable inputs, to the extent possible, and considers counterparty credit risk in its assessment of fair value.

The Company used the following methods and significant assumptions to estimate fair value:

Investment securities:  The fair values of securities available-for-sale are obtained from an independent third party and are based on quoted prices on nationally recognized securities exchanges where available (Level 1).  If quoted prices are not available, fair values are measured by utilizing matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for specific securities but rather by relying on the securities' relationship to other benchmark quoted securities (Level 2).  Management made no adjustment to the fair value quotes that were received from the independent third party pricing service.  During the third quarter of 2015, the Company purchased $313,000 of the common stock of a community-based financial institution that conducts its operations outside of the Company's primary market area.  During the second quarter of 2016, the Company purchased an additional $130,000 of this common stock. The first purchase was in conjunction with a capital raise by the financial institution that attracted multiple investors and the second purchase was made in the secondary market. The stock of this financial institution is not traded on any exchange and there are no quoted market prices available for this security (Level 3).  Management has reviewed the results of the financial operations of the financial institution for the quarter ended June 30, 2016 and has concluded that this investment was appropriately valued at its acquisition cost, which was considered to be its fair value as of the measurement date.

Interest rate swap derivative:  The fair value of the interest rate swap derivative is obtained from a third party pricing agent and is calculated based on a discounted cash flow model. All future floating cash flows are projected and both floating and fixed cash flows are discounted to the valuation date.  The curve utilized for discounting and projecting is built by obtaining publicly available third party market quotes for various swap maturity terms, and therefore is classified within Level 2 of the fair value hierarchy.

Impaired loans: Impaired loans are those loans in which the Company has measured impairment based on the fair value of the loan's collateral or the discounted value of expected future cash flows.  Fair value is generally determined based upon market value evaluations by third parties of the properties and/or estimates by management of working capital collateral or discounted cash flows based upon expected proceeds.  These appraisals may include up to three approaches to value: the sales comparison approach, the income approach (for income-producing property), and the cost approach.  Management modifies the appraised values, if needed, to take into account recent developments in the market or other factors, such as, changes in absorption rates or market conditions from the time of valuation and anticipated sales values considering management's plans for disposition.  Such modifications to the appraised values could result in lower valuations of such collateral. Estimated costs to sell are based on current amounts of disposal costs for similar assets.  These measurements are classified as Level 3 within the valuation hierarchy. Impaired loans are subject to nonrecurring fair value adjustment upon initial recognition or subsequent impairment.  A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance.

Foreclosed real estate:  Fair values for foreclosed real estate are initially recorded based on market value evaluations by third parties, less costs to sell ("initial cost basis").  Any write-downs required when the related loan receivable is exchanged for the underlying real estate collateral at the time of transfer to foreclosed real estate are charged to the allowance for loan losses.  Values are derived from appraisals, similar to impaired loans, of underlying collateral or discounted cash flow analysis.  Subsequent to foreclosure, valuations are updated periodically and assets are marked to current fair value, not to exceed the initial cost basis.  In the determination of fair value subsequent to foreclosure, management also considers other factors or recent developments, such as, changes in absorption rates and market conditions from the time of valuation and anticipated sales values considering management's plans for disposition.  Either change could result in adjustment to lower the property value estimates indicated in the appraisals.  These measurements are classified as Level 3 within the fair value hierarchy.
 
 

 
The following tables summarize assets measured at fair value on a recurring basis as of the indicated dates, segregated by the level of valuation inputs within the hierarchy utilized to measure fair value:

 
June 30, 2016
 
             
Total Fair
 
(In thousands)
Level 1
 
Level 2
 
Level 3
 
Value
 
Available-for-sale portfolio
               
Debt investment securities:
               
US Treasury, agencies and GSEs
 
$
-
   
$
28,034
   
$
-
   
$
28,034
 
State and political subdivisions
   
-
     
11,942
     
-
     
11,942
 
Corporate
   
-
     
12,588
     
-
     
12,588
 
Asset backed securities
   
-
     
2,564
     
-
     
2,564
 
Residential mortgage-backed - US agency
   
-
     
23,739
     
-
     
23,739
 
Collateralized mortgage obligations - US agency
   
-
     
29,843
     
-
     
29,843
 
Collateralized mortgage obligations - Private label
   
-
     
5,776
     
-
     
5,776
 
Equity investment securities:
                               
Mutual funds:
                               
Ultra short mortgage fund
   
635
     
-
     
-
     
635
 
Large cap equity fund
   
611
     
-
     
-
     
611
 
Common stock - financial services industry
   
-
     
220
     
443
     
663
 
Total available-for-sale securities
 
$
1,246
   
$
114,706
   
$
443
   
$
116,395
 
                                 
Interest rate swap derivative
 
$
-
   
$
-
   
$
-
   
$
-
 
                                 
                                 
 
December 31, 2015
 
                         
Total Fair
 
(In thousands)
Level 1
 
Level 2
 
Level 3
 
Value
 
Available-for-sale portfolio
                               
Debt investment securities:
                               
US Treasury, agencies and GSEs
 
$
-
   
$
21,308
   
$
-
   
$
21,308
 
State and political subdivisions
   
-
     
8,300
     
-
     
8,300
 
Corporate
   
-
     
18,128
     
-
     
18,128
 
Residential mortgage-backed - US agency
   
-
     
32,573
     
-
     
32,573
 
Collateralized mortgage obligations - US agency
   
-
     
16,833
     
-
     
16,833
 
Collateralized mortgage obligations - Private label
   
-
     
-
     
-
     
-
 
Equity investment securities:
                               
Mutual funds:
                               
Ultra short mortgage fund
   
638
     
-
     
-
     
638
 
Large cap equity fund
   
583
     
-
     
-
     
583
 
Common stock - financial services industry
   
46
     
220
     
313
     
579
 
Total available-for-sale securities
 
$
1,267
   
$
97,362
   
$
313
   
$
98,942
 
                                 
Interest rate swap derivative
 
$
-
   
$
(27
)
 
$
-
   
$
(27
)
- 26 -
 
 


The changes in Level 3 assets and liabilities measured at estimated fair value on a recurring basis during the three months ended June 30, 2016 were as follows:
(In thousands)
 
Common Stock - Financial Services Industry
 
       
 Balance - March 31, 2016
 
$
313
 
 Total gains realized/unrealized:
       
 Included in earnings
   
-
 
 Included in other comprehensive income
   
-
 
 Settlements
   
130
 
 Sales
   
-
 
 Balance - June 30, 2016
 
$
443
 
 Changes in unrealized gains included in earnings related to assets still held at June 30, 2016
 
$
-
 

The changes in Level 3 assets and liabilities measured at estimated fair value on a recurring basis during the six months ended June 30, 2016 were as follows:
(In thousands)
 
Common Stock - Financial Services Industry
 
       
 Balance - December 31, 2015
 
$
313
 
 Total gains realized/unrealized:
       
 Included in earnings
   
-
 
 Included in other comprehensive income
   
-
 
 Settlements
   
130
 
 Sales
   
-
 
 Balance - June 30, 2016
 
$
443
 
 Changes in unrealized gains included in earnings related to assets still held at June 30, 2016
 
$
-
 


The following table summarizes the valuation techniques and significant unobservable inputs used for the Company's investments that are categorized within Level 3 of the fair value hierarchy at the indicated dates:

(In thousands)
At June 30, 2016
 
 Investment Type
Fair Value
 
 Valuation Techniques
 Unobservable Input
Weight
 
 Common Stock - Financial Services Industry
 
$
443
 
 Inputs to comparables
 Weight ascribed to comparable companies
   
100
%
                     
                     
 (In thousands)
At December 31, 2015
 
 Investment Type
Fair Value
 
 Valuation Techniques
 Unobservable Input
Weight
 
 Common Stock - Financial Services Industry
 
$
313
 
 Inputs to comparables
 Weight ascribed to comparable companies
   
100
%


The Bank had the following assets measured at fair value on a nonrecurring basis as of June 30, 2016 and December 31, 2015:

     
June 30, 2016
     
             
Total Fair
 
(In thousands)
Level 1
 
Level 2
 
Level 3
 
Value
 
 Impaired loans
 
$
-
   
$
-
   
$
518
   
$
518
 
 Foreclosed real estate
 
$
-
   
$
-
   
$
170
   
$
170
 
                                 
                                 
         
December 31, 2015
         
                         
Total Fair
 
(In thousands)
Level 1
 
Level 2
 
Level 3
 
Value
 
 Impaired loans
 
$
-
   
$
-
   
$
1,070
   
$
1,070
 
 Foreclosed real estate
 
$
-
   
$
-
   
$
360
   
$
360
 


The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Level 3 inputs were used to determine fair value at the indicated dates.

 
 
Quantitative Information about Level 3 Fair Value Measurements
 
       
 
Valuation
Unobservable
Range
 
Techniques
Input
(Weighted Avg.)
At June 30, 2016
 
 
 
Impaired loans
Appraisal of collateral
Appraisal Adjustments
5% - 10% (8%)
 
(Sales Approach)
Costs to Sell
7% - 15% (13%)
 
Discounted Cash Flow
   
       
Foreclosed real estate
Appraisal of collateral
Appraisal Adjustments
 15% - 15% (15%)
 
(Sales Approach)
Costs to Sell
 6% - 8% (7%)
 
 
 
 
       
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
       
 
Valuation
Unobservable
Range
 
Techniques
Input
(Weighted Avg.)
At December 31, 2015
 
 
 
Impaired loans
Appraisal of collateral
Appraisal Adjustments
5% - 10% (8%)
 
(Sales Approach)
Costs to Sell
8% - 15% (14%)
 
Discounted Cash Flow
   
       
Foreclosed real estate
Appraisal of collateral
Appraisal Adjustments
 15% - 15% (15%)
 
(Sales Approach)
Costs to Sell
 6% - 8% (7%)
 
 
 
 

 
There have been no transfers of assets into or out of any fair value measurement level during the quarter ended June 30, 2016.

Required disclosures include fair value information of financial instruments, whether or not recognized in the consolidated statement of condition, for which it is practicable to estimate that value.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument.
 
 

 
The Company has various processes and controls in place to ensure that fair value is reasonably estimated. The Company performs due diligence procedures over third-party pricing service providers in order to support their use in the valuation process. 

While the Company believes its valuation methods 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.

Management uses its best judgment in estimating the fair value of the Company's financial instruments; however, there are inherent weaknesses in any estimation technique.  Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated.  The estimated fair value amounts have been measured as of their respective period-ends, and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates.  As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end.

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company's assets and liabilities.  Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company's disclosures and those of other companies may not be meaningful.  The Company, in estimating its fair value disclosures for financial instruments, used the following methods and assumptions:

Cash and cash equivalents – The carrying amounts of these assets approximate their fair value and are classified as Level 1.

Investment securities – The fair values of securities available-for-sale and held-to-maturity are obtained from an independent third party and are based on quoted prices on nationally recognized exchange where available (Level 1).  If quoted prices are not available, fair values are measured by utilizing matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for specific securities, but rather by relying on the securities' relationship to other benchmark quoted securities (Level 2).  Management made no adjustment to the fair value quotes that were received from the independent third party pricing service.  During the third quarter of 2015, the Company purchased $313,000 of the common stock of a community-based financial institution that conducts its operations outside of the Company's primary market area.  During the second quarter of 2016, the Company purchased an additional $130,000 of this common stock. The first purchase was in conjunction with a capital raise by the financial institution that attracted multiple investors and the second purchase was made in the secondary market. The stock of this financial institution is not traded on any exchange and there are no quoted market prices available for this security (Level 3).  Management has reviewed the results of the financial operations of the financial institution for the quarter ended June 30, 2016 and has concluded that this investment was appropriately valued at its acquisition cost, which was considered to be its fair value as of the measurement date.

Federal Home Loan Bank stock – The carrying amount of these assets approximates their fair value and are classified as Level 2.

Net loans – For variable-rate loans that re-price frequently, fair value is based on carrying amounts.  The fair value of other loans (for example, fixed-rate commercial real estate loans, mortgage loans, and commercial and industrial loans) is estimated using discounted cash flow analysis, based on interest rates currently being offered in the market for loans with similar terms to borrowers of similar credit quality.  Loan value estimates include judgments based on expected prepayment rates.  The measurement of the fair value of loans, including impaired loans, is classified within Level 3 of the fair value hierarchy.
 

Accrued interest receivable and payable – The carrying amount of these assets approximates their fair value and are classified as Level 1.

Deposits – The fair values disclosed for demand deposits (e.g., interest-bearing and noninterest-bearing checking, passbook savings and certain types of money management accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts) and are classified within Level 1 of the fair value hierarchy.  Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates of deposits to a schedule of aggregated expected monthly maturities on time deposits.  Measurements of the fair value of time deposits are classified within Level 2 of the fair value hierarchy.

Borrowings – Fixed/variable term "bullet" structures are valued using a replacement cost of funds approach.  These borrowings are discounted to the FHLBNY advance curve.  Option structured borrowings' fair values are determined by the FHLB for borrowings that include a call or conversion option.  If market pricing is not available from this source, current market indications from the FHLBNY are obtained and the borrowings are discounted to the FHLBNY advance curve less an appropriate spread to adjust for the option. These measurements are classified as Level 2 within the fair value hierarchy.

Subordinated Loans – The Company secures quotes from its pricing service based on a discounted cash flow methodology or utilizes observations of recent highly-similar transactions which result in a Level 2 classification.

Interest rate swap derivative – The fair value of the interest rate swap derivative is obtained from a third party pricing agent and is calculated based on a discounted cash flow model. All future floating cash flows are projected and both floating and fixed cash flows are discounted to the valuation date.  The curve utilized for discounting and projecting is built by obtaining publicly available third party market quotes for various swap maturity terms, and therefore is classified within Level 2 of the fair value hierarchy.

The carrying amounts and fair values of the Company's financial instruments as of the indicated dates are presented in the following table:

         
June 30, 2016
   
December 31, 2015
 
   
Fair Value
   
Carrying
   
Estimated
   
Carrying
   
Estimated
 
(In thousands)
 
Hierarchy
   
Amounts
   
Fair Values
   
Amounts
   
Fair Values
 
Financial assets:
                             
Cash and cash equivalents
   
1
   
$
25,096
   
$
25,096
   
$
15,245
   
$
15,245
 
Investment securities - available-for-sale
   
1
     
1,246
     
1,246
     
1,267
     
1,267
 
Investment securities - available-for-sale
   
2
     
114,706
     
114,706
     
97,362
     
97,362
 
Investment securities - available-for-sale
   
3
     
443
     
443
     
313
     
313
 
Investment securities - held-to-maturity
   
2
     
42,126
     
43,887
     
44,297
     
45,515
 
Federal Home Loan Bank stock
   
2
     
4,036
     
4,036
     
2,424
     
2,424
 
Net loans
   
3
     
444,651
     
452,752
     
424,732
     
428,410
 
Accrued interest receivable
   
1
     
2,069
     
2,069
     
2,053
     
2,053
 
                                         
Financial liabilities:
                                       
Demand Deposits, Savings, NOW and MMDA
   
1
   
$
382,677
   
$
382,677
   
$
343,853
   
$
343,852
 
Time Deposits
   
2
     
143,391
     
144,295
     
146,462
     
146,158
 
Borrowings
   
2
     
63,450
     
63,643
     
41,300
     
41,282
 
Subordinated loans
   
2
     
15,008
     
13,905
     
14,991
     
14,027
 
Accrued interest payable
   
1
     
39
     
39
     
199
     
199
 
Interest rate swap derivative
   
2
     
-
     
-
     
27
     
27
 




Note 11:   Interest Rate Derivatives

Derivative instruments are entered into primarily as a risk management tool of the Company.  Financial derivatives are recorded at fair value as other liabilities.  The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship. For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability are recognized currently in earnings.  For a cash flow hedge, changes in the fair value of the derivative instrument, to the extent that it is effective, are recorded in other comprehensive income and subsequently reclassified to earnings as the hedged transaction impacts net income.  Any ineffective portion of a cash flow hedge is recognized currently in earnings.  See Note 10 for further discussion of the fair value of the interest rate derivative.

The Company has $5.0 million of floating rate trust preferred debt indexed to 3-month LIBOR.  As a result, it is exposed to variability in cash flows related to changes in projected interest payments caused by changes in the benchmark interest rate.  During the fourth quarter of fiscal 2009, the Company entered into an interest rate swap agreement, with a $2.0 million notional amount, to convert a portion of the floating rate trust preferred debt to a fixed rate for a term of approximately seven years at a rate of 4.96%.  This swap agreement expired in the second quarter of 2016 and was not renewed.  The derivative, while in effect, was designated as a cash flow hedge.  The hedging strategy ensured that changes in cash flows from the derivative would have been highly effective at offsetting changes in interest expense from the hedged exposure.

The following table summarizes the fair value of the outstanding derivative and its presentation on the statements of condition:

(In thousands)
June 30, 2016
 
December 31, 2015
 
 Cash flow hedge:
       
 Other liabilities
 
$
-
   
$
27
 

The change in accumulated other comprehensive loss on a pretax basis and the impact on earnings from the interest rate swap that qualifies as a cash flow hedge for the periods indicated below were as follows:

 
Three months ended June 30,
 
(In thousands)
2016
   
2015
 
Balance as of March 31:
 
$
(14
)
 
$
(67
)
Amount of  losses (gains) recognized in other comprehensive income
   
3
     
(5
)
Amount of loss reclassified from other comprehensive income
               
     and recognized as interest expense
   
11
     
15
 
Balance as of June 30:
 
$
-
   
$
(57
)
                 
                 
 
Six months ended June 30,
 
(In thousands)
   
2016
     
2015
 
Balance as of December 31:
 
$
(27
)
 
$
(82
)
Amount of losses (gains) recognized in other comprehensive income
   
2
     
(6
)
Amount of loss reclassified from other comprehensive income
               
     and recognized as interest expense
   
25
     
31
 
Balance as of June 30:
 
$
-
   
$
(57
)

No amount of ineffectiveness had been included in earnings for prior periods and the changes in fair value were recorded in other comprehensive (loss) income.  Some, or all, of the amount included in accumulated other comprehensive (loss) income would have been reclassified into current earnings should a portion of, or the entire hedge no longer been considered effective.



Note 12:   Accumulated Other Comprehensive Income (Loss)

Changes in the components of accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the periods indicated are summarized in the table below.


   
For the three months ended June 30, 2016
 
(In thousands)
 
Retirement Plans
   
Unrealized Gains and Losses on Financial Derivative
   
Unrealized Gains and Losses on Available-for-Sale Securities
   
Unrealized Loss on Securities Transferred to Held-to-Maturity
   
Total
 
Beginning balance
 
$
(1,812
)
 
$
(8
)
 
$
322
   
$
(633
)
 
$
(2,131
)
Other comprehensive income before reclassifications
   
-
     
1
     
4
     
21
     
26
 
Amounts reclassified from AOCI
   
33
     
7
     
80
     
-
     
120
 
Ending balance
 
$
(1,779
)
 
$
-
   
$
406
   
$
(612
)
 
$
(1,985
)


   
For the six months ended June 30, 2016
 
(In thousands)
 
Retirement Plans
   
Unrealized Gains and Losses on Financial derivative
   
Unrealized Gains and Losses on Available-for-Sale Securities
   
Unrealized Loss on Securities Transferred to Held-to-Maturity
   
Total
 
Beginning balance
 
$
(1,844
)
 
$
(16
)
 
$
(51
)
 
$
(654
)
 
$
(2,565
)
Other comprehensive income before reclassifications
   
-
     
1
     
329
     
42
     
372
 
Amounts reclassified from AOCI
   
65
     
15
     
128
     
-
     
208
 
Ending balance
 
$
(1,779
)
 
$
-
   
$
406
   
$
(612
)
 
$
(1,985
)


   
For the three months ended June 30, 2015
 
(In thousands)
 
Retirement Plans
   
Unrealized Gains and Losses on Financial derivative
   
Unrealized Gains and Losses on Available-for-Sale Securities
   
Unrealized Loss on Securities Transferred to Held-to-Maturity
   
Total
 
Beginning balance
 
$
(1,767
)
 
$
(40
)
 
$
705
   
$
(713
)
 
$
(1,815
)
Other comprehensive (loss) income before reclassifications
   
-
     
(3
)
   
(527
)
   
19
     
(511
)
Amounts reclassified from AOCI
   
27
     
9
     
(29
)
   
-
     
7
 
Ending balance
 
$
(1,740
)
 
$
(34
)
 
$
149
   
$
(694
)
 
$
(2,319
)


   
For the six months ended June 30, 2015
 
(In thousands)
 
Retirement Plans
   
Unrealized Gains and Losses on Financial derivative
   
Unrealized Gains and Losses on Available-for-Sale Securities
   
Securities reclassified from AFS to HTM
   
Total
 
Beginning balance
 
$
(1,794
)
 
$
(49
)
 
$
457
   
$
(733
)
   
(2,119
)
Other comprehensive (loss) income before reclassifications
   
-
     
(4
)
   
(248
)
   
39
     
(213
)
Amounts reclassified from AOCI
   
54
     
19
     
(60
)
   
-
     
13
 
Ending balance
 
$
(1,740
)
 
$
(34
)
 
$
149
   
$
(694
)
 
$
(2,319
)
 
 
 
The following table presents the amounts reclassified out of each component of AOCI for the indicated period:

   
Amount Reclassified
     
Amount Reclassified
 
   
from AOCI1
     
from AOCI1
 
   
(Unaudited)
 
 
 
(Unaudited)
 
(In thousands)
 
For the three months ended
     
For the six months ended
 
Details about AOCI1 components
 
June 30, 2016
   
June 30, 2015
 
Affected Line Item in the Statement  of Income
 
June 30, 2016
   
June 30, 2015
 
             
 
           
Unrealized holding gain on financial derivative:
                         
Reclassification adjustment for
                         
   interest expense included in net income
 
$
(11
)
 
$
(15
)
 Interest on long term borrowings
 
$
(25
)
 
$
(31
)
     
4
     
6
 
 Provision for income taxes
   
10
     
12
 
   
$
(7
)
 
$
(9
)
 Net Income
 
$
(15
)
 
$
(19
)
Retirement plan items
                                 
Retirement plan net losses
                                 
   recognized in plan expenses2
 
$
(54
)
 
$
(45
)
 Salaries and employee benefits
 
$
(109
)
 
$
(90
)
     
21
     
18
 
 Provision for income taxes
   
44
     
36
 
   
$
(33
)
 
$
(27
)
 Net Income
 
$
(65
)
 
$
(54
)
                                   
Available-for-sale securities
                                 
Realized gain on sale of securities
 
$
(132
)
 
$
49
 
Net gains on sales and redemptions of investment securities
 
$
(212
)
 
$
101
 
     
52
     
(20
)
 Provision for income taxes
   
84
     
(41
)
   
$
(80
)
 
$
29
 
 Net Income
 
$
(128
)
 
$
60
 
                                   
1 Amounts in parentheses indicates debits in net income.
                           
2 These items are included in net periodic pension cost.
                           
   See Note 5 for additional information.
                                 


Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)

General

The Company is a Maryland corporation headquartered in Oswego, New York.  The primary business of the Company is its investment in Pathfinder Bank (the "Bank"), a New York State chartered commercial bank, which is 100% owned by the Company and the Company is 100% owned by public shareholders.  The Bank has three wholly owned operating subsidiaries, Pathfinder Risk Management Company, Inc. ("PRMC"), Pathfinder REIT, Inc. and Whispering Oaks Development Corp. All significant inter-company accounts and activity have been eliminated in consolidation.  Although the Company owns, through its subsidiary PRMC, 51% of the membership interest in FitzGibbons Agency, LLC ("FitzGibbons"), the Company is required to consolidate 100% of FitzGibbons within the consolidated financial statements.  The 49% of which the Company does not own is accounted for separately as noncontrolling interests within the consolidated financial statements.  At June 30, 2016, the Company and subsidiaries had total assets of $671.0 million, total liabilities of $610.8 million and shareholders' equity of $59.7 million plus noncontrolling interest of $434,000, which represents the 49% of FitzGibbons not owned by the Company.

The following discussion reviews the Company's financial condition at June 30, 2016 and the results of operations for the three and six month periods ended June 30, 2016 and 2015. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

The following material under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" is written with the presumption that the users of the interim financial statements have read, or have access to, the Company's latest audited financial statements and notes thereto, together with Management's Discussion and Analysis of Financial Condition and Results of Operations as of December 31, 2015 and 2014 and for the two years then ended.  Therefore, only material changes in financial condition and results of operations are discussed in the remainder of Item 2.
 

 
Statement Regarding Forward-Looking Statements

This report contains forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to:

·
Credit quality and the effect of credit quality on the adequacy of our allowance for loan losses;
·
Deterioration in financial markets that may result in impairment charges relating to our securities portfolio;
·
Competition in our primary market areas;
·
Changes in interest rates and national or regional economic conditions;
·
Changes in monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board;
·
Significant government regulations, legislation and potential changes thereto;
·
A reduction in our ability to generate or originate revenue-producing assets as a result of compliance with heightened capital standards;
·
Increased cost of operations due to greater regulatory oversight, supervision and examination of banks and bank holding companies, and higher deposit insurance premiums;
·
Limitations on our ability to expand consumer product and service offerings due to anticipated stricter consumer protection laws and regulations; and
·
Other risks described herein and in the other reports and statements we file with the SEC.

Management's ability to predict results or the effect of future plans or strategies is inherently uncertain. These factors include, but are not limited to, general economic conditions, changes in the interest rate environment, legislative or regulatory changes that may adversely affect our business, changes in accounting policies and practices, changes in competition and demand for financial services, adverse changes in the securities markets and changes in the quality or composition of the Company's loan or investment portfolios. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events

Application of Critical Accounting Policies

The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow practices within the banking industry.  Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes.  These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments.  Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported.  Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value or when an asset or liability needs to be recorded contingent upon a future event.  Carrying assets and liabilities at fair value inherently results in more financial statement volatility.  The fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices or are provided by other third-party sources, when available.  When third party information is not available, valuation adjustments are estimated in good faith by management.
 

 
The most significant accounting policies followed by the Company are presented in Note 1 to the annual audited consolidated financial statements included in the 2015 Annual Report filed with the Securities and Exchange Commission on Form 10-K on March 29, 2016, ("the consolidated financial statements").  These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the consolidated financial statements and how those values are determined.  Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the allowance for loan losses, deferred income taxes, pension obligations, the evaluation of investment securities for other than temporary impairment, the evaluation of goodwill for impairment, and the estimation of fair values for accounting and disclosure purposes to be the accounting areas that require the most subjective and complex judgments.  These areas could be the most subject to revision as new information becomes available.

The allowance for loan losses represents management's estimate of probable loan losses inherent in the loan portfolio.  Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment on the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change.

·
The Company establishes a specific allowance for all commercial loans in excess of the total related credit threshold of $100,000 and single borrower residential mortgage loans in excess of the total related credit threshold of $300,000 identified as being impaired which are on nonaccrual and have been risk rated under the Company's risk rating system as substandard, doubtful, or loss. In addition, an accruing substandard loan could be identified as being impaired.  Impairment is measured by either the present value of the expected future cash flows discounted at the loan's effective interest rate or the fair value of the underlying collateral if the loan is collateral dependent.  The majority of the Company's impaired loans and leases utilize the fair value of the underlying collateral.

·
For all other loans and leases, the Company uses the general allocation methodology that establishes an allowance to estimate the probable incurred loss for each risk-rating category.

The loan portfolio also represents the largest asset type on the consolidated statement of condition.  Note 1 to the consolidated financial statements describes the methodology used to determine the allowance for loan losses and a discussion of the factors driving changes in the amount of the allowance for loan losses.

Deferred income tax assets and liabilities are determined using the liability method.  Under this method, the net deferred tax asset or liability is recognized for the future tax consequences.  This is attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating and capital loss carry forwards.  Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The affect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.  If current available evidence about the future raises doubt about the likelihood of a deferred tax asset being realized, a valuation allowance is established.  The judgment about the level of future taxable income, including that which is considered capital, is inherently subjective and is reviewed on a continual basis as regulatory and business factors change.  Valuation allowances of $243,000 and $265,000 were maintained at June 30, 2016 and December 31, 2015, respectively, as management believes it may not generate sufficient capital gains to offset its capital loss carry forward.  The Company's effective tax rate differs from the statutory rate due primarily to non-taxable income from specific types of investment securities and loans, and bank owned life insurance.

We maintain a noncontributory defined benefit pension plan covering substantially all employees. The plan provides defined benefits based on years of service and final average salary. On May 14, 2012, we informed our employees of our decision to freeze participation and benefit accruals under the plan, primarily to reduce some of the volatility in earnings that can accompany the maintenance of a defined benefit plan.  Pension and post-retirement benefit plan liabilities and expenses are based upon actuarial assumptions of future events; including fair value of plan assets, interest rates, and the length of time the Company will have to provide those benefits.  The assumptions used by management are discussed in Note 14 to the consolidated annual financial statements.
 

 
Management performs an annual evaluation of our goodwill for possible impairment at each of our reporting units. Based on the results of the December 31, 2015 evaluation, management has determined that the carrying value of goodwill was not impaired as of that date. The evaluation approach is described in Note 10 of the consolidated financial statements. Further information on the estimation of fair values can be found in Note 22 to the consolidated annual financial statements.

The Company carries all of its available-for-sale investments at fair value with any unrealized gains or losses reported net of tax as an adjustment to shareholders' equity and included in accumulated other comprehensive income (loss), except for the credit-related portion of debt security impairment losses and other-than-temporary impairment ("OTTI") of equity securities which are charged to earnings.  The Company's ability to fully realize the value of its investments in various securities, including corporate debt securities, is dependent on the underlying creditworthiness of the issuing organization.  In evaluating the debt security (both available-for-sale and held-to-maturity) portfolio for other-than-temporary impairment losses, management considers (1) if we intend to sell the security; (2) if it is "more likely than not" we will be required to sell the security before recovery of its amortized cost basis; or (3) if the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. When the fair value of a held-to-maturity or available-for-sale security is less than its amortized cost basis, an assessment is made as to whether OTTI is present.  The Company considers numerous factors when determining whether a potential OTTI exists and the period over which the debt security is expected to recover.  The principal factors considered are (1) the length of time and the extent to which the fair value has been less than the amortized cost basis, (2) the financial condition of the issue and (guarantor, if any) and adverse conditions specifically related to the security, industry or geographic area, (3) failure of the issuer of the security to make scheduled interest or principal payments, (4) any changes to the rating of the security by a NRSRO, and (5) the presence of credit enhancements, if any, including the guarantee of the federal government or any of its agencies.

The estimation of fair value is significant to several of our assets; including investment securities available-for-sale, the interest rate derivative, intangible assets, foreclosed real estate, and the value of loan collateral when valuing loans.  These are all recorded at either fair value, or the lower of cost or fair value. Fair values are determined based on third party sources, when available.  Furthermore, accounting principles generally accepted in the United States require disclosure of the fair value of financial instruments as a part of the notes to the annual audited consolidated financial statements.  Fair values on our available-for-sale securities may be influenced by a number of factors; including market interest rates, prepayment speeds, discount rates, and the shape of yield curves.

Fair values for securities available-for-sale are obtained from an independent third party pricing service.  Where available, fair values are based on quoted prices on a nationally recognized securities exchange.  If quoted prices are not available, fair values are measured using quoted market prices for similar benchmark securities.  Management made no adjustments to the fair value quotes that were provided by the pricing source.  The fair values of foreclosed real estate and the underlying collateral value of impaired loans are typically determined based on evaluations by third parties, less estimated costs to sell.  When necessary, appraisals are updated to reflect changes in market conditions.

Recent Events

On July 1, 2016, the Company announced that its Board of Directors declared a quarterly dividend of $0.05 per common share.  The dividend is payable on August 8, 2016 to shareholders of record on July 18, 2016.

On June 1, 2016, the Company announced that it had completed the process of its previously announced restructuring plan to combine the operations of its subsidiaries, Pathfinder Bank and Pathfinder Commercial Bank, into a single New York State chartered commercial bank. This transaction was completed on May 31, 2016. Simultaneously with the combination, Pathfinder Commercial Bank's charter was amended such that Pathfinder Commercial Bank became a full-service commercial bank, rather than a limited purpose commercial bank, which it was previously, and its name was changed to "Pathfinder Bank".  The transaction is expected to have little impact on the investments or operations of the Bank, although the Bank expects some annual operating cost savings as a result of the combination.




Overview and Results of Operations

The following represents the significant highlights of the Company's operating results between the second quarter of 2016 and the second quarter of 2015.

·
Net income available to common shareholders improved by 25.9% to $832,000.
·
Basic and diluted earnings per share improved by $0.04 to $0.20 per share due to the increase in earnings.
·
Return on average assets increased 4 basis points to 0.50%.
·
Net interest income increased 6.7% to $5.0 million due to our increase in asset size.  Net interest margin decreased by 17 basis points to 3.16%, but was more than offset by the increase in average balances of interest earning assets.

The following represents significant highlights of the Company's operating results between the first six months of 2016 and the first six months of 2015.

·
Net income available to common shareholders improved by 27.6% to $1.5 million.
·
Basic earnings per share improved by $0.08 to $0.36 per share.  Diluted earnings per share increased $0.07 to $0.35 per share.
·
Return on average assets increased by 4 basis points to 0.45% as the increase in net income outpaced the increase in average assets.
·
Net interest income increased 7.1% to $9.8 million.  Net interest margin decreased by 15 basis points to 3.16% as the decrease in average yield on interest earning assets was greater than the decrease in average rates paid on interest bearing liabilities.

The following reflects the changes in financial condition between December 31, 2015 and June 30, 2016.

·
Total assets increased 7.7% to $671.0 million.  Increases were recorded in loans, investment securities, and cash and cash equivalents.  This was funded largely by increases in business and municipal demand deposits.
·
Gross loans reported an increase of 4.7% to $450.6 million.
·
Asset quality metrics generally improved between December 31, 2015 and June 30, 2016. Total delinquent loans as a percentage of total loans decreased by 2 basis points to 2.04% at June 30, 2016 as compared to 2.06% at December 31, 2015.
·
The ratio of annualized net loan charge-offs to average loans decreased by 19 basis points to 0.06%.

We had net income available to common shareholders of $832,000 for the three months ended June 30, 2016 compared to net income available to common shareholders of $661,000 for the three months ended June 30, 2015.  The $171,000 increase in net income was due primarily to a $314,000 increase in net interest income as a result of the increase in average interest-earning asset balances, partially offset by an increase in the average balance and average cost of interest-bearing liabilities between year-over-year second quarter periods.  In addition, there was a $251,000 decrease in provision for loan losses.  Noninterest income also increased by $74,000 for the three months ended June 30, 2016 as compared to the same three-month period in 2015.  Partially offsetting these favorable changes in net income was a $546,000 increase in noninterest expenses.

In comparing the year-over-year second quarter periods, the return on average assets increased 4 basis points to 0.50% as  the increase in net income (the numerator in the ratio) slightly outpaced the increase in average assets (the denominator in the ratio).  Average assets increased due to the increase in average loans and taxable investment securities seen in the second quarter of 2016 as compared to the second quarter of 2015.  Average deposits increased in the second quarter of 2016 due to continued growth in municipal depositor relationships, increased commercial deposits resulting in part from new loan account relationships, particularly in Onondaga County, and, to a lesser extent, growth in consumer deposits.

Net income available to common shareholders for the six months ended June 30, 2016 was $1.5 million, an increase of $319,000, or 27.5%, over the comparable prior year period.  The increase in net income was primarily due to the increase in net interest income of $651,000 resulting from higher average balances of interest earning assets, partially offset by  an increase in average rates paid on interest bearing liabilities and an increase in average balances of those liabilities.  In addition, there was a $424,000 decrease in provision for loan losses.  Noninterest income also increased by $210,000 for the six months ended June 30, 2016 as compared to the same six-month period in 2015.  The increase in net interest income was partially offset by a $1.0 million increase in noninterest expense.

Return on average assets increased 4 basis points to 0.45% between the year-over-year six month periods due to reasons similar to those mentioned above for the year-over-year second quarter comparisons.
 

 
Net Interest Income

Net interest income is the Company's primary source of operating income for payment of operating expenses and providing for loan losses.  It is the amount by which interest earned on loans, interest-earning deposits, and investment securities, exceeds the interest paid on deposits and other interest-bearing liabilities.  Changes in net interest income and net interest margin result from the interaction between the volume and composition of interest-earning assets, interest-bearing liabilities, related yields, and associated funding costs.

The following tables set forth information concerning average interest-earning assets and interest-bearing liabilities and the average yields and rates thereon for the periods indicated.  Interest income and resultant yield information in the tables has not been adjusted for tax equivalency.  Averages are computed on the daily average balance for each month in the period divided by the number of days in the period. Yields and amounts earned include loan fees. Nonaccrual loans have been included in interest-earning assets for purposes of these calculations. The prior year has been reclassified so as not to include adjustments for tax equivalency.  Additionally, the prior year has been reclassified to include Fed funds sold to be categorized with interest-earning deposits.


   
For the three months ended June 30,
 
   
2016
   
2015
 
               
Average
               
Average
 
   
Average
         
Yield /
   
Average
         
Yield /
 
(Dollars in thousands)
 
Balance
   
Interest
   
Cost
   
Balance
   
Interest
   
Cost
 
Interest-earning assets:
                                   
Loans
 
$
440,435
   
$
5,047
     
4.58
%
 
$
395,934
   
$
4,551
     
4.60
%
Taxable investment securities
   
143,281
     
607
     
1.69
%
   
124,068
     
556
     
1.79
%
Tax-exempt investment securities
   
29,350
     
200
     
2.73
%
   
27,906
     
190
     
2.72
%
Fed funds sold and interest-earning deposits
   
18,953
     
12
     
0.25
%
   
14,330
     
5
     
0.14
%
Total interest-earning assets
   
632,019
     
5,866
     
3.71
%
   
562,238
     
5,302
     
3.77
%
Noninterest-earning assets:
                                               
Other assets
   
39,760
                     
40,535
                 
Allowance for loan losses
   
(5,895
)
                   
(5,605
)
               
Net unrealized gains
                                               
on available-for sale-securities
   
537
                     
1,075
                 
Total assets
 
$
666,421
                   
$
598,243
                 
Interest-bearing liabilities:
                                               
NOW accounts
 
$
54,299
   
$
21
     
0.15
%
 
$
48,655
   
$
21
     
0.17
%
Money management accounts
   
14,587
     
9
     
0.25
%
   
13,184
     
5
     
0.15
%
MMDA accounts
   
174,599
     
183
     
0.42
%
   
128,883
     
160
     
0.50
%
Savings and club accounts
   
80,487
     
19
     
0.09
%
   
76,095
     
16
     
0.08
%
Time deposits
   
158,352
     
340
     
0.86
%
   
148,358
     
281
     
0.76
%
Subordinated loans
   
15,002
     
201
     
5.36
%
   
5,155
     
40
     
3.10
%
Borrowings
   
39,666
     
100
     
1.01
%
   
42,140
     
100
     
0.95
%
Total interest-bearing liabilities
   
536,992
     
873
     
0.65
%
   
462,470
     
623
     
0.54
%
Noninterest-bearing liabilities:
                                               
Demand deposits
   
68,632
                     
60,970
                 
Other liabilities
   
3,825
                     
4,241
                 
Total liabilities
   
609,449
                     
527,681
                 
Shareholders' equity
   
56,970
                     
70,562
                 
Total liabilities & shareholders' equity
 
$
666,419
                   
$
598,243
                 
Net interest income
         
$
4,993
                   
$
4,679
         
Net interest rate spread
                   
3.06
%
                   
3.23
%
Net interest margin
                   
3.16
%
                   
3.33
%
Ratio of average interest-earning assets
                                               
to average interest-bearing liabilities
                   
117.70
%
                   
121.57
%
 

 

   
For the six months ended June 30,
 
   
2016
   
2015
 
               
Average
               
Average
 
   
Average
         
Yield /
   
Average
         
Yield /
 
(Dollars in thousands)
 
Balance
   
Interest
   
Cost
   
Balance
   
Interest
   
Cost
 
Interest-earning assets:
                                   
Loans
 
$
437,188
   
$
9,971
     
4.56
%
 
$
392,636
   
$
8,950
     
4.56
%
Taxable investment securities
   
138,805
     
1,190
     
1.71
%
   
121,398
     
1,044
     
1.72
%
Tax-exempt investment securities
   
28,351
     
391
     
2.76
%
   
28,327
     
387
     
2.73
%
Fed funds sold and interest-earning deposits
   
17,195
     
26
     
0.30
%
   
13,239
     
7
     
0.11
%
Total interest-earning assets
   
621,539
     
11,578
     
3.72
%
   
555,600
     
10,388
     
3.74
%
Noninterest-earning assets:
                                               
Other assets
   
41,712
                     
39,889
                 
Allowance for loan losses
   
(5,849
)
                   
(5,490
)
               
Net unrealized gains
                                               
on available for sale securities
   
455
                     
977
                 
Total assets
 
$
657,857
                   
$
590,976
                 
Interest-bearing liabilities:
                                               
NOW accounts
 
$
55,038
   
$
40
     
0.15
%
 
$
46,724
   
$
39
     
0.17
%
Money management accounts
   
14,274
     
16
     
0.22
%
   
13,066
     
10
     
0.15
%
MMDA accounts
   
168,922
     
372
     
0.44
%
   
115,287
     
270
     
0.47
%
Savings and club accounts
   
78,686
     
36
     
0.09
%
   
75,351
     
31
     
0.08
%
Time deposits
   
155,899
     
683
     
0.88
%
   
156,049
     
578
     
0.74
%
Subordinated loans
   
14,998
     
404
     
5.39
%
   
5,155
     
80
     
3.10
%
Borrowings
   
36,100
     
194
     
1.07
%
   
44,844
     
198
     
0.88
%
Total interest-bearing liabilities
   
523,917
     
1,745
     
0.67
%
   
456,476
     
1,206
     
0.53
%
Noninterest-bearing liabilities:
                                               
Demand deposits
   
67,392
                     
61,061
                 
Other liabilities
   
4,247
                     
3,248
                 
Total liabilities
   
595,556
                     
520,785
                 
Shareholders' equity
   
62,303
                     
70,191
                 
Total liabilities & shareholders' equity
 
$
657,859
                   
$
590,976
                 
Net interest income
         
$
9,833
                   
$
9,182
         
Net interest rate spread
                   
3.06
%
                   
3.21
%
Net interest margin
                   
3.16
%
                   
3.31
%
Ratio of average interest-earning assets
                                               
to average interest-bearing liabilities
                   
118.63
%
                   
121.72
%

As indicated in the above tables, net interest income increased $314,000, or 6.7%, to $5.0 million for the three months ended June 30, 2016 as compared to the same prior year period.  This increase was due principally to the $69.8 million increase in average balances of interest earning assets partially offset by a decrease in the average rates paid on  interest earning assets and an increase in the rates paid on interest-bearing liabilities. Net interest margin reported a decrease of 17 basis points to 3.16% due largely to the 6 basis point decrease in average yields earned on the Company's interest earning assets in aggregate and a 11 basis point increase in rates paid on average interest bearing liabilities.  The following analysis should also be viewed in conjunction with the table below which reports the changes in net interest income attributable to rate and volume.

Interest income increased $564,000, or 10.6%, to $5.9 million for the three months ended June 30, 2016 compared to the same three month period in 2015.  The increase in interest income was due principally to the increase in average balances of loans and taxable investment securities which increased 11.2% and 15.5%, respectively, between the year-over-year second quarter periods.  The increase in the average balances of loans reflects the Company's continued success in its expansion within the greater Syracuse market in conjunction with organic growth as a result of our new Syracuse business banking office which opened in the third quarter of 2015.  These increases helped offset the decrease in average yield on each of these interest earning assets as the yield on loans decreased 2 basis points and the yield on taxable investment securities decreased 10 basis points between these same two periods.  The decrease in the average yield on loans was the result of those loans maturing at higher rates and being replaced by new loans at the lower current market rates.  The decrease in the average yield on taxable investment securities was the result of maturing taxable investment securities with yields higher than new purchases at the then-current lower market rates.  In many cases, the new purchases also have durations that are significantly less than the original durations of the securities that they replaced.  These shorter-duration securities were purchased with the expectation of matching cash flows from security maturities with the seasonal fluctuations in the Bank's municipal deposit balances.
 

 
Interest expense for the three months ended June 30, 2016 increased $250,000, or 40.1%, to $873,000 when compared to the same prior year period.  This increase was primarily due to an increase in Subordinated Loan interest of $161,000 due to the issuance of $10.0 million in Subordinated Loan debt on October 15, 2015.  In addition, the average balances of deposits, which include brokered deposits, increased $67.2 million between the year-over-year second quarter periods.  Deposit interest expense increased 1 basis point to 0.47% for the three months ended June 30, 2016, as compared with the same three month period in 2015. This increase was due to a 1 basis point decrease in the average rate paid on non-maturity deposits, partially offset by a 10 basis point increase in the rate paid on time deposits during the three months ended June 30, 2016 as compared to the same time period in 2015, reflecting the competitive environment for such deposits within the Company's marketplace.

For the six month period ended June 30, 2016, net interest income increased $651,000, or 7.1%, to $9.8 million compared to the six months ended June 30, 2015.  The increase in net interest income was due primarily to the increase in average balances of loans and taxable investment securities, which increased 11.3% and 14.3%, respectively.  The increase in the average balances of loans was the direct result of the Company's success in filling the borrowing needs of credit worthy customers within our established market areas and our continued expansion into the greater Syracuse marketplace.

Interest expense for the six months ended June 30, 2016 increased $539,000 or 44.7% to $1.7 million due principally to the increase in average interest-bearing liabilities of $67.4 million along with a 14 basis point increase in the average rate paid on these liabilities to 0.67%.  The increase in average rates paid on interest-bearing liabilities was primarily due to an increase in Subordinated Loan interest of $324,000 due to the issuance of $10.0 million in Subordinated Loan debt on October 15, 2015.  In addition, the average balances of deposits, which include brokered deposits, increased $66.3 million between the year-over-year six month periods.  Deposit interest expense increased 3 basis points to 0.49% for the six months ended June 30, 2016 as compared with the same six month period in 2015. This increase was due to a 14 basis points increase in the average rate paid on time deposits during the six months ended June 30, 2016 as compared to the same time period in 2015, reflecting the competitive environment for such deposits within the Company's marketplace.

Rate/Volume Analysis

Net interest income can also be analyzed in terms of the impact of changing interest rates on interest-earning assets and interest-bearing liabilities and changes in the volume or amount of these assets and liabilities. The following table represents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volume (change in volume multiplied by prior rate); (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) total increase or decrease.  Changes attributable to both rate and volume have been allocated ratably.

   
Three months ended June 30,
   
Six months ended June 30,
 
   
2016 vs. 2015
   
2016 vs. 2015
 
   
Increase/(Decrease) Due to
   
Increase/(Decrease) Due to
 
               
Total
               
Total
 
               
Increase
               
Increase
 
(In thousands)
 
Volume
   
Rate
   
(Decrease)
   
Volume
   
Rate
   
(Decrease)
 
Interest Income:
                                   
Loans
 
$
591
   
$
(95
)
 
$
496
   
$
1,016
   
$
5
   
$
1,021
 
Taxable investment securities
   
217
     
(166
)
   
51
     
156
     
(10
)
   
146
 
Tax-exempt investment securities
   
10
     
-
     
10
     
-
     
4
     
4
 
Interest-earning deposits
   
2
     
5
     
7
     
3
     
16
     
19
 
Total interest income
   
820
     
(256
)
   
564
     
1,175
     
15
     
1,190
 
Interest Expense:
                                               
NOW accounts
   
9
     
(9
)
   
-
     
12
     
(11
)
   
1
 
Money management accounts
   
1
     
3
     
4
     
1
     
5
     
6
 
MMDA accounts
   
154
     
(131
)
   
23
     
148
     
(46
)
   
102
 
Savings and club accounts
   
1
     
2
     
3
     
1
     
4
     
5
 
Time deposits
   
20
     
39
     
59
     
(2
)
   
107
     
105
 
Subordinated loans
   
117
     
44
     
161
     
234
     
90
     
324
 
Borrowings
   
(24
)
   
24
     
-
     
(83
)
   
79
     
(4
)
Total interest expense
   
278
     
(28
)
   
250
     
311
     
228
     
539
 
Net change in net interest income
 
$
542
   
$
(228
)
 
$
314
   
$
864
   
$
(213
)
 
$
651
 

Provision for Loan Losses

We establish provision for loan losses, which is charged to operations, at a level management believes is appropriate to absorb probable incurred credit losses in the loan portfolio.  In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral, and prevailing economic conditions.  This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change. The provision for loan losses represents management's estimate of the amount necessary to maintain the allowance for loan losses at an adequate level.

We recorded $150,000 in provision for loan losses for the three month period ended June 30, 2016, as compared to $401,000 for the three month period ended June 30, 2015.  The decrease in the provision for loan losses was due principally to improved loan asset quality.  The decrease in the provision between these two time periods was partially offset by the 11.2% increase in average loan balances and the estimable and probable loan losses inherent in the loan portfolio.

Management extensively reviews recent trends in historical losses, environmental factors and specific reserve needs on loans individually evaluated for impairment in its determination of the adequacy of the allowance for loan losses. For the first six months of 2016, we recorded $360,000 in provision for loan losses as compared to $784,000 in the same prior year period.  This $424,000 decrease was due primarily to continued improvement in the Company's loan portfolio credit quality.  The decrease in the provision between these two time periods was partially offset by the 11.4% increase in average loan balances and the estimable and probable loan losses inherent in the loan portfolio.

We measure delinquency based on the amount of past due loans as a percentage of total loans.  Delinquency trends improved to 2.04% at June 30, 2016 as compared to 2.06% at December 31, 2015, as delinquent loans increased at a rate that was less than the rate of increase in total loan balances.   Commercial real estate and commercial & industrial loans with delinquent balances 60-89 days past due increased by $857,000, primarily as a result of one commercial real estate loan in the amount of $473,000 that had been current at December 31, 2015.  This increase was partially offset by net reductions of $101,000 for two loans that were 60-89 days delinquent at December 31, 2015 that are current as of June 30, 2016. Loans delinquent 90 days and over represented 1.14% of the total loan portfolio at June 30, 2016, as compared to 1.24% of the total loan portfolio at December 31, 2015.
 
 
Noninterest Income

The Company's noninterest income is primarily comprised of fees on deposit account balances and transactions, loan servicing, commissions, including insurance agency commissions, and net gains on sales of securities, loans, and foreclosed real estate.

The following table sets forth certain information on noninterest income for the periods indicated:

   
Three months ended June 30,
   
Six months ended June 30,
 
(Dollars in thousands)
 
2016
   
2015
   
Change
   
2016
   
2015
   
Change
 
Service charges on deposit accounts
 
$
285
   
$
288
   
$
(3
)
   
-1.0
%
 
$
572
   
$
554
   
$
18
     
3.2
%
Earnings and gain on bank owned life insurance
   
66
     
65
     
1
     
1.5
%
   
146
     
149
     
(3
)
   
-2.0
%
Loan servicing fees
   
31
     
41
     
(10
)
   
-24.4
%
   
65
     
93
     
(28
)
   
-30.1
%
Debit card interchange fees
   
141
     
136
     
5
     
3.7
%
   
276
     
259
     
17
     
6.6
%
Other charges, commissions and fees
   
381
     
377
     
4
     
1.1
%
   
766
     
665
     
101
     
15.2
%
Noninterest income before gains
   
904
     
907
     
(3
)
   
-0.3
%
   
1,825
     
1,720
     
105
     
6.1
%
Net gains on sales and redemptions of investment securities
   
132
     
49
     
83
     
169.4
%
   
212
     
101
     
111
     
109.9
%
Net losses on sales of loans and foreclosed real estate
   
(10
)
   
(4
)
   
(6
)
   
150.0
%
   
(10
)
   
(4
)
   
(6
)
   
150.0
%
Total noninterest income
 
$
1,026
   
$
952
   
$
74
     
7.8
%
 
$
2,027
   
$
1,817
   
$
210
     
11.6
%

The $74,000 increase in total noninterest income between year-over-year second quarter periods was due largely to an increase in gains on redemptions and sales of investment securities, which increased by $83,000.  Partially offsetting these increases, was a decline in loan servicing fee income of $10,000 due to the Bank's reduced residential mortgage servicing portfolio resulting from the decision by the Bank to retain a the substantial majority of its newly-originated 10- and 15-year residential mortgage loans in portfolio.

The $210,000 increase in total noninterest income for the six months ended June 30, 2016, as compared to the same prior year period, was largely due to an increase in gains on redemptions and sales of investment securities, which increased by $111,000 and an increase in other charges, commissions and fees of $101,000. The increase in the gain on sales and redemptions of investment securities was primarily due to adjustments made by management to the composition of the investment portfolio due to changes in market conditions and projected cash flows.  The increase in other charges, commission and fees was due principally to increased revenues generated by the Agency and the Investment Services business units.  Partially offsetting these increases, was a decline in loan servicing fee income of $28,000 due to the Bank's reduced residential mortgage servicing portfolio resulting from the decision by the Bank to retain the substantial majority of its newly-originated 10- and 15-year residential mortgage loans in portfolio.  In aggregate, all other noninterest income categories improved by $26,000 as fee generating activities increased along with the increases in customer loan and deposit accounts and related balances in the second half of 2015 and the first six months of 2016.

Noninterest Expense

The following table sets forth certain information on noninterest expense for the periods indicated:

   
Three months ended June 30,
   
Six months ended June 30,
 
(Dollars in thousands)
 
2016
   
2015
   
Change
   
2016
   
2015
   
Change
 
Salaries and employee benefits
 
$
2,653
   
$
2,356
   
$
297
     
12.6
%
 
$
5,338
   
$
4,738
   
$
600
     
12.7
%
Building occupancy
   
425
     
441
     
(16
)
   
-3.6
%
   
888
     
944
     
(56
)
   
-5.9
%
Data processing
   
419
     
354
     
65
     
18.4
%
   
841
     
742
     
99
     
13.3
%
Professional and other services
   
221
     
229
     
(8
)
   
-3.5
%
   
418
     
449
     
(31
)
   
-6.9
%
Advertising
   
189
     
114
     
75
     
65.8
%
   
329
     
236
     
93
     
39.4
%
FDIC assessments
   
108
     
102
     
6
     
5.9
%
   
216
     
197
     
19
     
9.6
%
Audits and exams
   
82
     
59
     
23
     
39.0
%
   
158
     
120
     
38
     
31.7
%
Other expenses
   
681
     
577
     
104
     
18.0
%
   
1,293
     
1,030
     
263
     
25.5
%
Total noninterest expenses
 
$
4,778
   
$
4,232
   
$
546
     
12.9
%
 
$
9,481
   
$
8,456
   
$
1,025
     
12.1
%

The $546,000, or 12.9%, increase in noninterest expenses between year-over-year second quarter periods was due principally to salaries and employee benefits and other expenses.  The detail of these components follows:

·
The $297,000 increase in salaries and employee benefits in the second quarter of 2016, as compared to the same three month period in 2015, was due to $110,000 in salary expense increases primarily resulting from additions of staff members supporting current and planned asset growth, employee benefits expense increases totaling $73,000, increased stock-based compensation of $39,000, increased commission expense of $18,000, and increases totaling $57,000 in all other salaries and employee benefits expense combined.

·
The $16,000 decrease in building occupancy expenses was principally due to a $20,000 decrease in building and machine maintenance and a $7,000 decrease in utilities charges largely resulting from the unusually mild winter weather experienced in the Company's market area. These increases were accompanied by aggregate cost increases of $11,000 related to individually immaterial building occupancy expenses.

·
Data processing expenses increased $65,000 due principally to maintenance and usage-based internet banking service fees, which increased $15,000 and $7,000 in the year-over-year three month periods, respectively.  These increases were accompanied by aggregate cost increases of $43,000 related to all other areas of data processing expenses.

·
Advertising expense increased $75,000 primarily as the result of increased brand awareness advertising focused on the Onondaga County market and product promotional campaigns within the entirety of the Bank's geographic market area.

·
Finally, other noninterest expenses increased in year-over-year three month periods by $104,000 primarily due to an increase of $69,000 in community service support, $20,000 increase in ORE expenses and $15,000 increase in non-recurring servicing recourse charges related to a loan sold to an investor in prior years.

The increase in noninterest expenses between the six month period ended June 30, 2016 and the same prior year period was principally due to an increase in salaries and employee benefits, building occupancy expenses and other expenses.  The detail of these components follows:

·
The $1.0 million, or 12.1%, increase in noninterest expenses between year-over-year six-month periods was due principally to increases in salaries and employee benefits expenses, and other expenses.

·
The $600,000 increase in salaries and employee benefits in the six month period in 2016, as compared to the same six month period in 2015, was the result of $270,000 increases in salary expenses primarily due to additions of staff members primarily supporting current and planned asset growth, increased commission compensation expense of $110,000, employee benefits expense increases totaling $100,000, increased stock-based compensation of $56,000, and increases totaling $64,000 in all other salaries and employee benefits expense combined.
 
 

 
·
The $56,000 decrease in building occupancy expenses was principally due to a $54,000 decrease in utilities and building maintenance charges largely resulting from the unusually mild winter weather experienced in the Company's market area.

·
Data processing expenses increased $99,000, due principally to check processing, maintenance and usage-based internet banking service fees, which increased $45,000, 34,000 and $24,000 in the year-over-year six month periods, respectively.  These increases were accompanied by aggregate cost decreases of $4,000 related to all other areas of data processing expense.

·
Advertising expense increased $94,000 primarily as the result of increased brand awareness advertising focused on the Onondaga County market and product promotional campaigns within the entirety of the Bank's geographic market area.

·
Finally, other noninterest expenses increased in year-over-year six month periods by $263,000 primarily due to a $82,000 increase in non-recurring servicing recourse charges related to a loan sold to an investor in prior years, $80,000 in community service support, $25,000 in ORE expense increases, $20,000 in liability insurance increases, and $18,000 in fees paid in support of pledging brokered deposits on behalf of certain municipal depositors.  The remaining $38,000 in year-over-year increases was due to a variety of individually immaterial items.

Income Tax Expense

Income tax expense decreased by $65,000 for the quarter ended June 30, 2016 as compared to the same period in 2015 primarily due to a decrease in the effective tax rate partially offset by an the increase in pretax income in the quarter ended June 30, 2016 as compared with the prior year period. The effective tax rate for the second quarter of 2016 was 22.0%, exclusive of the net income attributable to our controlling interest in the Insurance Agency.  For the three-month period ended June 30, 2015, the effective tax rate was 29.9%.  The decrease in the effective tax rate between the year-over-year second quarter periods reflected a larger proportion of tax-exempt income as a proportion of our total income in the second quarter of 2016 as compared with the prior year.

Income tax expense decreased by $16,000 for the six month period ended June 30, 2016, as compared to the same prior year period, due principally to a decrease in the effective tax rate, partially offset by the increase in pretax income between these two periods.  The effective tax rate was 25.4% for the first six months of 2016 as compared to 30.0% for the same prior year period, exclusive of the net income attributable to our controlling interest in the Insurance Agency.  This decrease was due to the same reasons noted above for the increase in the year-over-year second quarter periods.

Earnings per Share

Basic and diluted earnings per share were $0.20 for the second quarter of 2016 as compared to $0.16 for the second quarter of 2015.  This increase was driven principally by the increase in net income between these two periods.

Basic and diluted earnings per share were $0.36 and $0.35, respectively for the six month period ended June 30, 2016 as compared to $0.28 for the same prior year period.  The increase in earnings per share between these two periods was due to the increase in net income between these two time periods, augmented by a $49,000 decrease in preferred stock dividends paid in 2016. In February 2016, the Company fully redeemed its preferred stock thereby reducing the dividend that was required to be paid in 2016 as compared with the previous year. Further information on earnings per share can be found in Note 3 to our unaudited consolidated financial statements.



Changes in Financial Condition

Assets

Total assets increased $47.7 million, or 7.7%, to $671.0 million at June 30, 2016 as compared to $623.3 million at December 31, 2015.  This increase was due primarily to increases in loans, investment securities, and total cash and cash equivalents.

Total loans receivable increased $20.1 million, or 4.7%, to $450.6 million at June 30, 2016 from $430.4 million at December 31, 2015. All loan portfolio segments recorded increases between these two dates led by increases of $2.9 million, $11.7 million, $6.7 million in commercial real estate, commercial and industrial loans, and 1-4 family first-lien residential mortgage loans, respectively.

Investment securities increased $15.3 million, or 10.7%, to $158.5 million at June 30, 2016, as compared to $143.2 million at December 31, 2015, due principally to the need to collateralize increases in municipal deposits between these two dates. Of the total increase in investment securities, $17.5 million was classified within the available-for-sale portfolio, partially offset by a decrease of $2.2 million in the held-to-maturity investment securities portfolio.  When new investment securities are acquired, management reviews certain security characteristics and determines the Company's intent and ability to hold the security to maturity.  Based on the security characteristics and management's intentions, the security is classified as either available-for-sale or held-to-maturity.

Cash and cash equivalents increased $9.8 million, or 64.6%, to $25.1 million at June 30, 2016, as compared to $15.3 million at December 31, 2015.  The increase was due principally to the timing of investment securities redemptions immediately prior to the June 30, 2016 quarter end that generated liquidity used to reduce short-term borrowings in early July 2016.

Liabilities

Total liabilities increased $58.8 million to $610.8 million at June 30, 2016 compared to $552.0 million at December 31, 2015.  Deposits increased $35.8 million, or 7.3%, to $526.1 million at June 30, 2016, compared to $490.3 at December 31, 2015.  The increase was due to growth in all deposit lines including consumer, business and municipal deposits.  Additionally, demand and NOW accounts increased within the municipal market segment prompted by the continued growth in demand for the Bank's offerings to that customer segment and seasonal tax collection increase through the second quarter.  These increases allowed the Company to fund the majority of the asset growth described above.

Shareholders' Equity

The Company's shareholders' equity, exclusive of the noncontrolling interest, decreased $11.1 million to $59.7 million at June 30, 2016 from $70.8 million at December 31, 2015.  This decrease was principally due to the $13.0 million redemption of the SBLF preferred stock on February 16, 2016. Absent the effects of the SBLF preferred stock redemption, shareholders' equity would have increased approximately $1.9 million in the six months ended June 30, 2016.  This increase in shareholder's equity, absent the effects of the SBLF preferred stock redemption, was primarily due to a $1.1 million increase in retained earnings and a $580,000 reduction in accumulated comprehensive loss.  The increase in retained earnings resulted from $1.5 million in net income recorded in the first six months of 2016, partially offset by $416,000 in dividends declared on our common stock.  In addition, retained earnings were reduced by the $16,000 in dividends declared on our SBLF preferred stock, which was redeemed in full on February 16, 2016.  The reduction in accumulated comprehensive loss was primarily the result of the improvement in the fair market value of our available for sale investment securities.

Capital

Capital adequacy is evaluated primarily by the use of ratios which measure capital against total assets, as well as against total assets that are weighted based on defined risk characteristics.  The Company's goal is to maintain a strong capital position, consistent with the risk profile of its banking operations.  This strong capital position serves to support growth and expansion activities while at the same time exceeding regulatory standards.  At June 30, 2016, the Bank met the regulatory definition of a "well-capitalized" institution, i.e. a leverage capital ratio exceeding 5%, a Tier 1 risk-based capital ratio exceeding 8%, Tier 1 common equity exceeding 6.5%, and a total risk-based capital ratio exceeding 10%.
 
 

 
In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a "capital conservation buffer" consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements.  The capital conservation buffer requirement is being phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increasing each year until fully implemented at 2.5% on January 1, 2019. At June 30, 2016, the Bank exceeded all current and projected regulatory required minimum capital ratios, including the maximum capital buffer level, as will be required on January 1, 2019.

Pathfinder Bank's capital amounts and ratios as of the indicated dates are presented in the following table.

                 
Minimum
 
                 
To Be "Well-
 
         
Minimum
 
Capitalized"
 
         
For Capital
 
Under Prompt
 
 
Actual
 
Adequacy Purposes
 
Corrective Provisions
 
(Dollars in thousands)
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
As of June 30, 2016
                       
Total Core Capital (to Risk-Weighted Assets)
 
$
69,408
     
15.89
%
 
$
34,949
     
8.00
%
 
$
43,687
     
10.00
%
Tier 1 Capital (to Risk-Weighted Assets)
 
$
63,876
     
14.62
%
 
$
26,212
     
6.00
%
 
$
34,949
     
8.00
%
Tier 1 Common Equity (to Risk-Weighted Assets)
 
$
63,876
     
14.62
%
 
$
19,659
     
4.50
%
 
$
28,396
     
6.50
%
Tier 1 Capital (to Assets)
 
$
63,876
     
9.67
%
 
$
26,435
     
4.00
%
 
$
33,044
     
5.00
%
As of December 31, 2015:
                                               
Total Core Capital (to Risk-Weighted Assets)
 
$
67,286
     
16.22
%
 
$
33,187
     
8.00
%
 
$
41,484
     
10.00
%
Tier 1 Capital (to Risk-Weighted Assets)
 
$
62,038
     
14.95
%
 
$
24,891
     
6.00
%
 
$
33,187
     
8.00
%
Tier 1 Common Equity (to Risk-Weighted Assets)
 
$
62,038
     
14.95
%
 
$
18,668
     
4.50
%
 
$
26,965
     
6.50
%
Tier 1 Capital (to Assets)
 
$
62,038
     
10.00
%
 
$
24,816
     
4.00
%
 
$
31,020
     
5.00
%

Loan and Asset Quality and Allowance for Loan Losses

The following table represents information concerning the aggregate amount of non-performing assets at the indicated dates:

   
June 30,
   
December 31,
   
June 30,
 
(Dollars In thousands)
 
2016
   
2015
   
2015
 
Nonaccrual loans:
                 
Commercial and commercial real estate loans
 
$
3,024
   
$
3,238
   
$
4,871
 
Consumer
   
404
     
365
     
320
 
Residential mortgage loans
   
1,721
     
1,715
     
1,088
 
Total nonaccrual loans
   
5,149
     
5,318
     
6,279
 
Total nonperforming loans
   
5,149
     
5,318
     
6,279
 
Foreclosed real estate
   
506
     
517
     
361
 
Total nonperforming assets
 
$
5,655
   
$
5,835
   
$
6,640
 
                         
Troubled debt restructurings not included above
 
$
1,874
   
$
1,916
   
$
1,963
 
                         
Nonperforming loans to total loans
   
1.14
%
   
1.24
%
   
1.56
%
Nonperforming assets to total assets
   
0.84
%
   
0.94
%
   
1.11
%
 
 

 
Nonperforming assets include nonaccrual loans, nonaccrual troubled debt restructurings ("TDR"), and foreclosed real estate. The Company generally places a loan on nonaccrual status and ceases accruing interest when loan payment performance is deemed unsatisfactory and the loan is past due 90 days or more.  There are no loans that are past due 90 days or more and still accruing interest.  Loans are considered modified in a TDR when, due to a borrower's financial difficulties, the Company makes a concession(s) to the borrower that it would not otherwise consider. These modifications may include, among others, an extension of the term of the loan, and granting a period when interest-only payments can be made, with the principal payments made over the remaining term of the loan or at maturity.  TDRs are included in the above table within the following categories of nonaccrual loans or TDRs not included above (the latter also known as accruing TDRs).

As indicated in the table above, nonperforming assets at June 30, 2016 were $5.7 million and $180,000 lower than the $5.8 million reported at December 31, 2015, due primarily to a decrease of $214,000 in nonperforming commercial loans.  This decrease in nonperforming commercial loans was partially offset by a $45,000 increase between these two dates, within the residential mortgage and consumer loan categories.

As indicated in the nonperforming asset table above, foreclosed real estate ("FRE") balances decreased $11,000 at June 30, 2016 from December 31, 2015, following two sales from the portfolio and four smaller balance additions to the portfolio during the six-month period.  There were no foreclosed commercial real estate properties at either of these two dates.  More information regarding foreclosed real estate can be found in Note 8 to our unaudited consolidated financial statements.

Fair values for commercial FRE are initially recorded based on market value evaluations by third parties, less costs to sell ("initial cost basis").  On a prospective basis, and in accordance with Accounting Standards Update 2015-04, residential FRE assets will be initially recorded at the lower of the net amount of loan receivable or the real estate's fair value less costs to sell.   Any write-downs required when the related loan receivable is exchanged for the underlying real estate collateral at the time of transfer to FRE are charged to the allowance for loan losses.  Values are derived from appraisals, similar to impaired loans, of underlying collateral or discounted cash flow analysis.  Subsequent to foreclosure, valuations are updated periodically and assets are marked to current fair value, not to exceed the initial cost basis for the FRE property.

The allowance for loan losses represents management's estimate of the probable losses inherent in the loan portfolio as of the date of the statement of condition.  The allowance for loan losses was $5.9 million and $5.7 million at June 30, 2016 and December 31, 2015, respectively.  The Company reported a decrease in the ratio of the allowance for loan losses to gross loans to 1.32% at June 30, 2016 as compared to 1.33% at December 31, 2015.  Management performs a quarterly evaluation of the allowance for loan losses based on quantitative and qualitative factors and has determined that the current level of the allowance for loan losses is adequate to absorb the losses in the loan portfolio as of June 30, 2016.

The Company considers a loan impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan.   The measurement of impaired loans is generally based upon the fair value of the collateral, with a portion of the impaired loans measured based upon the present value of future cash flows discounted at the historical effective interest rate.  A specific reserve is established for an impaired loan if its carrying value exceeds its estimated fair value.  The estimated fair values of the majority of the Company's impaired loans are measured based on the estimated fair value of the loan's collateral.  For loans secured by real estate, estimated fair values are determined primarily through third-party appraisals or broker price opinions.  When a loan is determined to be impaired Pathfinder Bank will reevaluate the collateral which secures the loan. For real estate, the Company will obtain a new appraisal or broker's opinion whichever is considered to provide the most accurate value in the event of sale. An evaluation of equipment held as collateral will be obtained from a firm able to provide such an evaluation. Collateral will be inspected not less than annually for all impaired loans and will be reevaluated not less than every two years. Appraised values are discounted due to the market's perception of a reduced price Bank-owned property and the Bank's desire to sell the property quicker to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value.  The discounts also include estimated costs to sell the property.
 

 
At June 30, 2016 and December 31, 2015, the Company had $6.1 million and $6.5 million in loans, respectively, which were deemed to be impaired, having established specific reserves of $994,000 and $960,000, respectively, on these loans.  The decrease in impaired loans between these two dates was driven by the decrease in impaired within the commercial real estate, lines of credit and other commercial and industrial loan classes aggregating $550,000, partially offset by an increase of $127,000 in 1-4 family first lien residential mortgages.  The $34,000 decrease in the specific reserves between these two dates was due to individually immaterial transactions across all loan categories, primarily related to the receipt of updated collateral value information.

Management has identified potential credit problems which may result in the borrowers not being able to comply with the current loan repayment terms and which may result in it being included in future impaired loan reporting.  Management has identified potential problem loans totaling $8.3 million as of June 30, 2016, as compared to $10.0 million at December 31, 2015.  These loans have been internally classified as special mention, substandard, or doubtful, yet are not currently considered impaired.  Total potential problem loans declined between these two dates, as the Company reported decreases of $1.6 million in loans rated special mention and $1.2 million in loans rated substandard, partially offset by an increase of $679,000 in loans rated doubtful.  The increase in loans classified as doubtful was due to nine residential mortgage loans which were newly categorized as such during the first six months of 2016.  These loans were rated as either special mention or substandard as of December 31, 2015.  Based on current information available at June 30, 2016, these loans were re-evaluated for their range of potential losses and reclassified accordingly.

Appraisals are obtained at the time a real estate secured loan is originated.   For commercial real estate held as collateral, the property is inspected every two years.

In the normal course of business, the Bank has infrequently sold residential mortgage loans and participation interests in commercial loans. As is typical in the industry, the Bank makes certain representations and warranties to the buyer.  The Bank maintains a quality control program for closed loans and considers the risks and uncertainties associated with potential repurchase requirements to be minimal.

Liquidity

Liquidity management involves the Company's ability to generate cash or otherwise obtain funds at reasonable rates to support asset growth, meet deposit withdrawals, maintain reserve requirements, and otherwise operate the Company on an ongoing basis.  The Company's primary sources of funds are deposits, borrowed funds, amortization and prepayment of loans and maturities of investment securities and other short-term investments, and earnings and funds provided from operations.  While scheduled principal repayments on loans are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.  The Company manages the pricing of deposits to maintain a desired deposit composition and balance.  In addition, the Company invests excess funds in short-term interest-earning and other assets, which provide liquidity to meet lending requirements.

The Company's liquidity has been enhanced by its ability to borrow from the Federal Home Loan Bank of New York ("FHLBNY"), whose competitive advance programs and lines of credit provide the Company with a safe, reliable, and convenient source of funds.  A significant decrease in deposits in the future could result in the Company having to seek other sources of funds for liquidity purposes.  Such sources could include, but are not limited to, additional borrowings, brokered deposits, negotiated time deposits, the sale of "available-for-sale" investment securities, the sale of securitized loans, or the sale of whole loans.  Such actions could result in higher interest expense and/or losses on the sale of securities or loans.

Through the first six months of 2016, as indicated in the Consolidated Statement of Cash Flows, the Company reported net cash flows from financing activities of $43.9 million generated principally by increased balances of demand, savings and money market deposit accounts.  This increase was the result of organic growth and new customer relationships within our existing marketplace concentrated in the business and municipal customer segments coupled with targeted promotions for our MMDA product.  This was invested in purchases of investment securities of $16.4 million, net of proceeds from maturities, sales and redemptions.  In addition, $20.5 million was invested in new loan generation.  Net cash flows from operating activities provided an additional $3.3 million through the first six months of 2016 resulting in an increase in cash and equivalents of $9.8 million through this time period.  As a recurring source of liquidity, the Company's investment securities provided $39.0 million in proceeds from maturities and principal reductions through the first six months of 2016.

 
In June 2016, the Company entered into a $26.0 million Irrevocable Stand-By Letter of Credit ("LOC") with the FHLBNY as another means of collateralizing public funds deposits.  These LOCs are conditional commitments issued by the FHLBNY to guarantee the performance of the Bank with respect to large public funds deposits. These deposits are placed with the Bank by entities, such as municipalities and other political subdivisions within the Bank's market area, and typically exceed the statutory FDIC deposit insurance limits for individual accounts. As a matter of statute, these depositors require that collateral be directly deposited by the Bank with an independent safekeeping agent, or in certain cases, that LOCs be issued by a third party that is acceptable to the depositor.  The Bank finds that, with certain depositor relationships, this method of collateralization for the benefit of the municipal depositors is more economically efficient than posting specific securities with a safekeeping agent. The Bank committed a portion of its mortgage loan portfolio as pledged collateral to the FHLBNY for the LOC.  Loans encumbered as collateral for letters of credit reduce the Bank's available liquidity position in that available borrowing capacity with the FHLBNY is decreased substantially on a dollar-for-dollar basis.

The Company has a number of existing credit facilities available to it.  At June 30, 2016, total credit available to the Company under the existing lines of credit was approximately $160.8 million at FHLBNY, the Federal Reserve Bank, and three other correspondent banks. As of June 30, 2016, the Company had $63.5 million outstanding on its existing lines of credit with $97.3 million available.

The Asset Liability Management Committee of the Company is responsible for implementing the policies and guidelines for the maintenance of prudent levels of liquidity.  As of June 30, 2016, management reported to the Board of Directors that the Company is in compliance with its liquidity policy guidelines.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information relating to this item.

Item 4 – Controls and Procedures

Under the supervision and with the participation of the Company's management, including our Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  There has been no change in the Company's internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the Company's internal control over financial reporting.
PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

The Company is not currently a named party in a legal proceeding, the outcome of which would have a material and adverse effect on the financial condition or results of operations of the Company.

Item 1A – Risk Factors

A smaller reporting company is not required to provide the information relating to this item.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

The Company made no repurchase of its common stock during the three months ended June 30, 2016.

Item 3 – Defaults Upon Senior Securities

None

Item 4 – Mine Safety Disclosures

Not applicable

Item 5 – Other Information

None

Item 6 – Exhibits
 
31.1
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
31.2
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
32
Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer
101
The following materials from Pathfinder Bancorp, Inc. Form 10-Q for the quarter ended June 30, 2016, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Financial Condition (iii) Consolidated Statements of Cash flows, and (iv) related notes
 
 

 
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.

PATHFINDER BANCORP, INC.
(registrant)

August 12, 2016
/s/ Thomas W. Schneider
 
Thomas W. Schneider
 
President and Chief Executive Officer
   
August 12, 2016
/s/ James A. Dowd
 
James A. Dowd
 
Executive Vice President and Chief Financial Officer
 
 
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