UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
PBHC
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
As of November 8, 2023, there were 4,719,288 shares outstanding of the registrant’s Voting common stock and 1,380,283 shares outstanding of the registrant’s Series A Non-Voting common stock.
Table of Contents
PATHFINDER BANCORP, INC.
INDEX
PART I - FINANCIAL INFORMATION
PAGE NO.
Item 1.
Consolidated Financial Statements (Unaudited)
3
Consolidated Statements of Condition
Consolidated Statements of Income
4
Consolidated Statements of Comprehensive Income (Loss)
5
Consolidated Statements of Changes in Shareholders' Equity
6
Consolidated Statements of Cash Flows
8
Notes to Consolidated Financial Statements
10
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)
46
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
69
Item 4.
Controls and Procedures
PART II - OTHER INFORMATION
Legal Proceedings
70
Item 1A.
Risk Factor
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults upon Senior Securities
Mine Safety Disclosures
Item 5.
Other information
Item 6.
Exhibits
SIGNATURES
71
Item 1 – Consolidated Financial Statements
Pathfinder Bancorp, Inc.
(Unaudited)
September 30,
December 31,
(In thousands, except share and per share data)
2023
2022
ASSETS:
Cash and due from banks
$
12,822
13,939
Interest-earning deposits
11,652
21,343
Total cash and cash equivalents
24,474
35,282
Available-for-sale securities, at fair value
206,848
191,726
Held-to-maturity securities, at amortized cost (fair value of $170,575 and $181,491, respectively)
185,589
194,402
Marketable equity securities, at fair value
3,013
1,862
Federal Home Loan Bank stock, at cost
5,824
5,982
Loans
896,123
897,735
Loans held-for-sale
-
19
Less: Allowance for credit losses
15,767
15,319
Loans receivable, net
880,356
882,435
Premises and equipment, net
18,491
17,872
Assets held-for-sale
3,042
Operating lease right-of-use assets
1,559
2,098
Finance lease right-of-use assets
4,108
4,213
Accrued interest receivable
6,594
6,168
Foreclosed real estate
189
221
Intangible assets, net
88
101
Goodwill
4,536
Bank owned life insurance
24,479
24,012
Other assets
31,459
25,969
Total assets
1,400,649
1,399,921
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Interest-bearing
953,143
941,719
Noninterest-bearing
174,710
183,711
Total deposits
1,127,853
1,125,430
Short-term borrowings
56,698
60,333
Long-term borrowings
53,915
55,664
Subordinated debt
29,867
29,733
Accrued interest payable
1,731
975
Operating lease liabilities
1,739
2,417
Finance lease liabilities
4,391
4,422
Other liabilities
10,013
9,365
Total liabilities
1,286,207
1,288,339
Shareholders' equity:
Voting common stock, par value $0.01; 25,000,000 authorized shares; 4,713,353 and 4,651,829 shares issued and outstanding, respectively
47
Non-Voting common stock, par value $0.01; 1,505,283 authorized shares; 1,380,283 shares issued and outstanding, respectively
14
Additional paid in capital
52,963
52,101
Retained earnings
74,282
71,322
Accumulated other comprehensive loss
(13,356
)
(12,172
Unearned ESOP
(180
(315
Total Pathfinder Bancorp, Inc. shareholders' equity
113,770
110,997
Noncontrolling interest
672
585
Total equity
114,442
111,582
Total liabilities and shareholders' equity
The accompanying notes are an integral part of the consolidated financial statements.
- 3 -
For the three months ended
For the nine months ended
(In thousands, except per share data)
September 30, 2023
September 30, 2022
Interest and dividend income:
Loans, including fees
12,470
9,895
34,919
27,561
Debt securities:
Taxable
4,488
3,052
12,408
7,695
Tax-exempt
507
351
1,441
612
Dividends
140
56
341
155
Federal funds sold and interest earning deposits
66
29
226
48
Total interest and dividend income
17,671
13,383
49,335
36,071
Interest expense:
Interest on deposits
6,223
1,907
15,885
4,006
Interest on short-term borrowings
674
123
1,624
152
Interest on long-term borrowings
222
131
619
405
Interest on subordinated debt
492
442
1,447
1,284
Total interest expense
7,611
2,603
19,575
5,847
Net interest income
10,060
10,780
29,760
30,224
Provision for credit losses:
798
710
2,675
871
Held-to-maturity securities
(24
Unfunded commitments
30
Total provision for credit losses
833
2,665
Net interest income after provision for credit losses
9,227
10,070
27,095
29,353
Noninterest income:
Service charges on deposit accounts
343
334
913
876
Earnings and gain on bank owned life insurance
165
156
466
441
Loan servicing fees
99
74
238
260
(Losses) gains on sales and redemptions of investment securities
(13
(198
60
(168
Net (losses) gains on marketable equity securities
(39
(208
39
Gains on sales of loans and foreclosed real estate
41
183
122
Debit card interchange fees
22
180
455
639
Insurance agency revenue
310
258
1,001
849
Other charges, commissions & fees
265
764
1,002
Total noninterest income
1,193
1,161
3,872
4,060
Noninterest expense:
Salaries and employee benefits
4,154
4,196
12,243
12,030
Building and occupancy
868
835
2,699
2,491
Data processing
483
485
1,519
1,552
Professional and other services
267
1,531
1,112
Advertising
144
199
516
621
FDIC assessments
162
663
606
Audits and exams
159
141
476
424
Insurance agency expense
273
229
817
687
Community service activities
55
58
151
193
Foreclosed real estate expenses
44
17
76
57
Other expenses
759
678
1,660
1,892
Total noninterest expense
7,653
7,267
22,351
21,665
Income before income taxes
2,767
3,964
8,616
11,748
Provision for income taxes
573
772
1,772
2,273
Net income attributable to noncontrolling interest and Pathfinder Bancorp, Inc.
2,194
3,192
6,844
9,475
Net income attributable to noncontrolling interest
18
12
87
73
Net income attributable to Pathfinder Bancorp Inc.
2,176
3,180
6,757
9,402
Voting Earnings per common share - basic and diluted
0.35
0.52
1.10
1.55
Series A Non-Voting Earnings per common share- basic and diluted
Dividends per common share (Voting and Series A Non-Voting)
0.09
0.27
- 4 -
(In thousands)
Net Income
Other Comprehensive Income (Loss)
Retirement Plans:
Retirement plan net gains recognized in plan expenses
1
167
2
Net unrealized gain on retirement plans
Unrealized holding gains (losses) on available-for-sale securities:
Unrealized holding (losses) arising during the period
(3,016
(4,588
(4,093
(16,542
Reclassification adjustment for net (gains) losses included in net income
(1
186
1,932
160
Net unrealized (losses) on available-for-sale securities
(3,017
(4,402
(2,161
(16,382
Derivatives and hedging activities:
Unrealized holding gains arising during the period
116
391
1,087
Net unrealized gains on derivatives and hedging activities
Other comprehensive (loss), before tax
(2,688
(4,285
(1,603
(15,293
Tax effect
702
1,119
419
3,996
Other comprehensive (loss), net of tax
(1,986
(3,166
(1,184
(11,297
Comprehensive income (loss)
208
26
5,660
(1,822
Comprehensive income, attributable to noncontrolling interest
Comprehensive income (loss) attributable to Pathfinder Bancorp, Inc.
190
5,573
(1,895
Tax Effect Allocated to Each Component of Other Comprehensive (Loss) Income
Retirement plan net losses recognized in plan expenses
(15
(44
Unrealized holding gains on available-for-sale securities arising during the period
788
1,199
1,070
4,324
Reclassification adjustment for net (gains) included in net income
(50
(506
(43
Unrealized (gains) on derivatives and hedging arising during the period
(71
(30
(101
(284
Income tax effect related to other comprehensive income
- 5 -
Three months ended September 30, 2023 and September 30, 2022
Common Stock
Non-Voting Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Non-controlling Interest
Total
Balance, June 30, 2023
52,645
72,664
(11,370
(225
654
114,429
Net income
Other comprehensive loss, net of tax
ESOP shares earned (6,111 shares)
40
45
85
Stock based compensation
23
Stock options exercised
255
Common stock dividends declared ($0.09 per share)
(422
Non-Voting common stock dividends declared ($0.09 per share)
(124
Warrant dividends declared ($0.09 per share)
(12
Balance, September 30, 2023
Balance, June 30, 2022
51,388
66,077
(9,399
(405
407
108,128
77
(411
(125
(11
Cumulative effect of affiliate capital allocation
(147
Distributions from affiliates
Balance, September 30, 2022
51,603
68,563
(12,565
(360
494
107,795
- 6 -
Nine months ended September 30, 2023 and September 30, 2022
Balance, January 1, 2023
ESOP shares earned (18,332 shares)
153
135
288
86
623
Common stock dividends declared ($0.27 per share)
(1,256
Non-Voting common stock dividends declared ($0.27 per share)
(373
Warrant dividends declared ($0.27 per share)
(34
Adoption of ASU 2016-13 Current Expected Credit Losses
(2,134
Balance, January 1, 2022
51,044
60,946
(1,268
(495
346
110,633
217
352
(1,231
- 7 -
For the nine months ended September 30,
OPERATING ACTIVITIES
Net income attributable to Pathfinder Bancorp, Inc.
Adjustments to reconcile net income to net cash flows from operating activities:
Provision for credit losses
Proceeds from sales of loans
4,244
6,789
Originations of loans held-for-sale
(4,013
(6,429
Realized (gains) losses on sales, redemptions and calls of:
Real estate acquired through foreclosure
(212
(122
Available-for-sale investment securities
(79
Held-to-maturity investment securities
Marketable securities
Depreciation
1,051
1,108
Amortization of mortgage servicing rights
(35
Amortization of deferred loan fees and costs
(183
389
Amortization of operating leases
(65
11
Amortization of deferred financing from subordinated debt
134
126
Earnings on bank owned life insurance
(466
(441
Net amortization of premiums and discounts on investment securities
1,633
1,475
Amortization of intangible assets
13
Stock based compensation and ESOP expense
374
487
Net change in accrued interest receivable
(426
(652
Net change in other assets and liabilities
(4,645
(1,003
Net cash flows from operating activities
7,003
12,152
INVESTING ACTIVITIES
Purchase of investment securities available-for-sale
(49,256
(51,411
Purchase of investment securities held-to-maturity
(12,787
(60,253
Purchase of Federal Home Loan Bank stock
(13,415
(9,769
Proceeds from redemption of Federal Home Loan Bank stock
13,573
10,243
Purchase of marketable securities
(1,359
(1,215
Proceeds from maturities and principal reductions of investment securities available-for-sale
12,921
16,449
Proceeds from maturities and principal reductions of investment securities held-to-maturity
20,878
23,322
Proceeds from sales, redemptions and calls of:
17,396
8,358
278
2,196
714
Net change in loans
(736
(54,562
Purchase of premises and equipment
(1,670
(1,430
Net cash outflows (inflows) from investing activities
(13,889
(117,358
- 8 -
FINANCING ACTIVITIES
Net change in demand deposits, NOW accounts, savings accounts, money management deposit accounts, MMDA accounts and escrow deposits
(67,468
848
Net change in time deposits
74,902
(20,707
Net change in brokered deposits
(5,011
145,096
Net change in short-term borrowings
(3,635
(1,000
Payments on long-term borrowings
(6,525
(12,227
Proceeds from long-term borrowings
4,776
1,750
Proceeds from exercise of stock options
Cash dividends paid to common voting shareholders
(1,264
(1,152
Cash dividends paid to common non-voting shareholders
(345
Cash dividends paid on warrants
(31
Change in noncontrolling interest, net
148
Net cash (outflows) inflows from financing activities
(3,922
112,511
Change in cash and cash equivalents
(10,808
7,305
Cash and cash equivalents at beginning of period
37,149
Cash and cash equivalents at end of period
44,454
CASH PAID DURING THE PERIOD FOR:
Interest
18,819
1,452
Income taxes
2,500
2,518
NON-CASH INVESTING ACTIVITY
Real estate acquired in exchange for loans
333
252
RESTRICTED CASH
Collateral deposits for hedge position included in cash and due from banks
1,600
- 9 -
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 2022 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 nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023 or any other interim period.
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 accounting 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 unaffiliated 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.
- 10 -
Note 2: New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) and, to a lesser extent, other authoritative rulemaking bodies promulgate generally accepted accounting principles (“GAAP”) to regulate the standards of accounting in the United States. From time to time, the FASB issues new GAAP standards, known as Accounting Standards Updates (“ASUs”) some of which, upon adoption, may have the potential to change the way in which the Company recognizes or reports within its consolidated financial statements. The following table provides a description of the accounting standards that are not currently effective, but could have an impact on the Company's consolidated financial statements upon adoption.
Standards Not Yet Adopted as of September 30, 2023
Standard
Description
Required Date of Implementation
Effect on Consolidated Financial Statements
Reference Rate Reform (ASU 2020-04: Facilitation of the Effects of Reference Rate Reform on Financial Reporting [Topic 848]: Deferral of the Sunset Date of Topic 848)
The amendments provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments (1) apply to contract modifications that replace a reference rate affected by reference rate reform, (2) provide exceptions to existing guidance related to changes to the critical terms of a hedging relationship due to reference rate reform (3) provide optional expedients for fair value hedging relationships, cash flow hedging relationships, and net investment hedging relationships, and (4) provide a onetime election to sell, transfer, or both sell and transfer debt securities classified as held-to-maturity that reference a rate affected by reference rate reform and that are classified as held-to-maturity before January 1, 2020. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. ASU 2021-01 clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition.
Upon issuance, January 7, 2021, through December 31, 2024, as amended by ASU 2022-06.
The adoption of this ASU is not expected to have a material impact to the Company's consolidated statements of condition or income.
- 11 -
Note 3: Earnings per Common Share
Following shareholder approval received on June 4, 2021, the Company converted 1,380,283 shares of its Series B Convertible Perpetual Preferred Stock ("Convertible Perpetual Preferred Stock") to an equal number of shares of its newly-created Series A Non-Voting Common Stock. The conversion, which was effective on June 28, 2021, represented 100% of the Company's Convertible Perpetual Preferred Stock outstanding at the time of the conversion and retired the Convertible Perpetual Preferred Stock in perpetuity.
The Company has voting common stock, non-voting common stock and a warrant that are all eligible to participate in dividends equal to the voting common stock dividends on a per share basis. Securities that participate in dividends, such as the Company’s non-voting common stock and warrant, are considered “participating securities”. The Company calculates net income available to voting common shareholders using the two-class method required for capital structures that include participating securities.
In applying the two-class method, basic net income per share was calculated by dividing net income (less any dividends on participating securities) by the weighted average number of shares of voting common stock and participating securities outstanding for the period. Diluted earnings per share may include the additional effect of other securities, if dilutive, in which case the dilutive effect of such securities is calculated by applying either the two-class method or the Treasury Stock method to the assumed exercise or vesting of potentially dilutive common shares. The method yielding the more dilutive result is ultimately reported for the applicable period. Potentially dilutive common stock equivalents primarily consist of employee stock options and restricted stock units. 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.
Anti-dilutive shares are common stock equivalents with average exercise prices in excess of the weighted average market price for the period presented. Anti-dilutive stock options, not included in the computation below, were -0- for the three and nine months ended September 30, 2023, and -0- for the three and nine months ended September 30, 2022, respectively.
The following table sets forth the calculation of basic and diluted earnings per share.
Three months ended
Nine months ended
Series A Non-Voting Common Stock dividends
124
125
373
Warrant dividends
34
Undistributed earnings allocated to participating securities
395
653
1,248
1,930
Net income available to common shareholders-Voting
1,645
2,391
5,102
7,065
Voting Common Stock dividends
422
411
1,256
1,231
1,257
2,034
3,950
5,994
Net income available to common shareholders-Series A Non-Voting
724
1,517
2,143
Basic and diluted weighted average common shares outstanding-Voting
4,671
4,564
4,640
4,550
Basic and diluted weighted average common shares outstanding-Series A Non-Voting
1,380
Basic and diluted earnings per common share-Voting
Basic and diluted earnings per common share-Series A Non-Voting
- 12 -
Note 4: Investment Securities
The amortized cost and estimated fair value of investment securities are summarized as follows:
Gross
Estimated
Amortized
Unrealized
Fair
Cost
Gains
Losses
Value
Available-for-Sale Portfolio
Debt investment securities:
US Treasury, agencies and GSEs
42,034
295
(4,183
38,146
State and political subdivisions
33,157
(4,014
29,143
Corporate
11,519
(501
11,407
Asset backed securities
17,751
(377
17,374
Residential mortgage-backed - US agency
21,826
(1,474
20,352
Collateralized mortgage obligations - US agency
13,534
(1,343
12,191
Collateralized mortgage obligations - Private label
82,692
105
(4,768
78,029
222,513
789
(16,660
206,642
Equity investment securities:
Common stock - financial services industry
206
Total available-for-sale
222,719
Held-to-Maturity Portfolio
3,770
(415
3,355
15,698
(2,562
13,136
45,436
(4,004
41,454
17,609
(1,277
16,332
7,206
(893
6,313
13,339
(1,691
11,648
82,957
31
(4,651
78,337
186,015
53
(15,493
170,575
426
Total held-to-maturity
- 13 -
December 31, 2022
32,533
37
(3,206
29,364
48,002
384
(3,001
45,385
11,803
676
(650
11,829
16,059
(659
15,400
17,982
(1,582
16,400
13,070
(1,362
11,708
65,781
(4,355
61,434
205,230
1,105
(14,815
191,520
205,436
3,852
(280
3,572
15,211
(2,340
12,871
45,086
(2,586
42,502
19,158
(1,291
17,867
7,489
(739
6,750
15,109
(1,251
13,858
88,497
(4,430
84,071
(12,917
181,491
The amortized cost and estimated fair value of debt investments at September 30, 2023 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
Fair Value
Due in one year or less
8,603
8,953
1,136
1,129
Due after one year through five years
11,254
10,604
19,536
18,879
Due after five years through ten years
36,174
32,090
43,469
38,405
Due after ten years
48,430
44,423
18,372
15,864
Sub-total
104,461
96,070
82,513
74,277
Totals
- 14 -
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:
Less than Twelve Months
Twelve Months or More
Number of
Individual
Securities
(42
5,963
(4,141
24,819
30,782
(25
1,387
24
(3,989
27,756
25
1,500
(500
4,221
7
5,721
(14
954
(363
14,404
15,358
5,372
15
(1,473
14,981
16
20,353
(59
3,920
(1,284
8,271
(293
23,505
32
(4,475
46,483
69,988
(435
42,601
100
(16,225
140,935
183,536
(41
1,052
(2,521
12,083
13,135
(142
858
38
(3,862
32,397
33,255
2,938
(1,266
11,163
14,101
(3
9
(890
4,861
(417
13,068
42
(4,234
58,610
52
71,678
(614
19,368
(14,879
134,117
145
153,485
26,167
(830
12,601
(2,171
20,128
27
32,729
(269
5,720
(381
1,319
7,039
(148
5,473
(511
9,926
15,399
(131
2,747
(1,451
13,653
(238
4,009
(1,124
7,700
11,709
(1,684
20,429
(2,671
33,707
54,136
(3,300
50,979
(11,515
112,600
110
163,579
US Treasury, agencies and GSE's
3,573
(871
7,277
(1,469
5,077
12,354
(1,786
29,213
(800
6,803
36,016
(625
9,742
(666
3,674
13,416
6,577
107
6,684
(1,236
12,965
892
13,857
(2,719
58,061
(1,711
12,532
70,593
104
(8,253
127,408
(4,664
29,085
133
156,493
Excluding the effects of changes in the characteristics of individual debt securities that potentially give rise to credit losses, as described below, the fair market value of a debt security as of a particular measurement date is highly dependent upon prevailing market and economic environmental factors at the measurement date relative to the prevailing market and economic environmental factors present at the time the debt security was acquired. The most significant market and environmental factors include, but are not limited to (1) the general level of interest rates, (2) the relationship between shorter-term interest rates and longer-term interest rates (referred to as the “slope” or "shape" of the interest rate yield curve),
- 15 -
(3) general bond market liquidity, (4) the recent and expected near-term volume of new issuances of similar debt securities, and (5) changes in the market values of individual loan collateral underlying mortgage-backed an asset-backed debt securities. Changes in interest rates affect the fair market values of debt securities by influencing the discount rate applied to the securities’ future expected cash flows. The higher the discount rate, the lower the resultant security fair value at the measurement date. Conversely, the lower the discount rate, the higher the resultant security fair value at the measurement date. In addition, the cumulative amount and timing of undiscounted cash flows of debt securities may also be affected by changes in interest rates. For any given level of movement in the general market and economic environmental factors described above, the magnitude of any particular debt security’s price changes will also depend heavily upon security-specific factors such as (1) the duration of the security, (2) imbedded optionality contractually granted to the issuer of the security with respect to principal prepayments, and (3) changes in the level of market premiums demanded by investors for securities with imbedded credit risk (where applicable).
When the fair value of any individual security categorized as available-for-sale ("AFS") or held-to-maturity ("HTM") is less than its amortized cost basis, an assessment is made as to whether or not a charge to current earnings for credit loss is required. In assessing potential credit losses, management also makes a quantitative determination of potential credit loss for all HTM securities even if the risk of credit loss is considered remote and uses a best estimate threshold for securities categorized as AFS. The Company considers numerous factors when determining whether a potential credit loss exists. The principal factors considered are (1) the financial condition of the issue and (guarantor, if any) any adverse conditions specifically related to the security, industry or geographic area, (2) failure of the issuer of the security to make scheduled interest or principal payments, (3) any changes to the rating of the security by a nationally recognized statistical rating organization (“NRSRO”), and (4) the presence of contractual credit enhancements, if any, including the guarantee of the federal government or any of its agencies.
The Company carries all of its AFS investments at fair value with any unrealized gains or losses reported, net of income tax effects, as an adjustment to shareholders' equity and included in accumulated other comprehensive income (loss), except for the credit-related portion of debt securities’ impairment losses, if any, 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 securities portfolio (both AFS and HTM) for credit 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 insufficient to recover the entire amortized cost basis.
The portion of the investment securities portfolio, categorized as AFS, with an aggregate amortized historical cost of $222.7 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $16.7 million, or -7.5%, at September 30, 2023. The AFS securities portfolio, with an aggregate amortized historical cost of $205.4 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $14.8 million, or -7.2%, at December 31, 2022. The resultant $1.9 million total decline in the fair value of the AFS investment portfolio's aggregate fair value relative to its aggregate amortized historical cost, in the nine months ended September 30, 2023, was primarily due to changes in the interest rate environment (the general interest rate level and the relationships between shorter-term and longer-term interest rates, known as the 'yield curve') that occurred in that period. These changes in aggregate fair value relative to aggregate amortized historical cost that occurred in the nine months ended September 30, 2023 did not represent any changes in credit loss estimations within the portfolio. Management evaluated the individual securities within the AFS securities portfolio and determined that there was no material credit loss in that portfolio at the adoption date of the CECL methodology on January 1, 2023 or at the reporting date of September 30, 2023. Accordingly, no transition adjustment related to the adoption of ASU 2016-13 was recorded on January 1, 2023 and no impairment charges related to this portfolio were taken in the three and nine months ended September 30, 2023.
The portion of the investment securities portfolio, categorized as HTM, with an aggregate amortized historical cost of $185.6 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $15.5 million, or -8.3%, at September 30, 2023. The portion of the investment securities portfolio, categorized as HTM, with an aggregate amortized historical cost of $194.4 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $12.9 million, or -6.6%, at December 31, 2022. The resultant $2.6 million reduction in the aggregate fair value of the HTM investment portfolio, relative to its aggregate amortized historical cost, during the nine months ended September 30, 2023, was primarily due to changes in the interest rate environment (the general interest rate level and the relationships
- 16 -
between shorter-term and longer-term interest rates, known as the 'yield curve') that occurred in that period. These changes in aggregate fair value relative to aggregate amortized historical cost that occurred in the nine months ended September 30, 2023 did not represent any changes in credit loss estimations within the portfolio. 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 the recovery of the amortized cost.
As a result of the Company's adoption of ASU 2016-13, the Company established a reserve against the recorded aggregate value of the HTM investment securities portfolio in the amount of $450,000 at January 1, 2023. The reserve was determined using a discounted probability of default ("PD") - loss given default ("LGD") model consistent with the methodologies used to calculate the Company's allowance for credit losses ("ACL"). This calculation, applied in the third quarter of 2023, resulted in a $5,000 increase to the allowance for credit losses to $426,000 at September 30, 2023, reflected as an increase to the total periodic provision for credit losses recorded in the third quarter of 2023, related to the portion of the investment securities portfolio categorized as HTM.
The following table depicts a rollforward of the allowance for credit losses on investment securities classified as held-to-maturity for the three months ended September 30, 2023:
Government Issued and Government Sponsored Enterprise Securities
Mortgage and Asset-backed Securities
Securities Issued By State and Political Subdivisions
Corporate Securities
397
421
Allowance on purchased financial assets with credit deterioration
Charge-offs of securities
Recoveries
402
The following table depicts a rollforward of the allowance for credit losses on investment securities classified as held-to-maturity for the nine months ended September 30, 2023:
Balance, December 31, 2022
Adjustment for the adoption of ASU 2016-13
409
450
(18
(7
The Company monitors the credit quality of the debt securities categorized as HTM primarily through the use of NRSRO credit ratings. These assessments are made on a quarterly basis. The following table summarizes the amortized cost of debt securities categorized as HTM at September 30, 2023, aggregated by credit quality indicators:
- 17 -
AAA or equivalent
43,298
AA or equivalent, including securities issued by the United States Government or Government Sponsored Enterprises
48,032
A or equivalent
22,312
BBB or equivalent
15,546
BB or equivalent
983
Unrated
55,844
Gross realized gains (losses) on sales and redemptions of securities for the indicated periods are detailed below:
For the three months
For the nine months
ended September 30,
Realized gains on investments
2,021
Realized losses on investments
(1,961
(205
As of September 30, 2023 and December 31, 2022, securities with a fair value of $90.3 million and $99.8 million, respectively, were pledged to collateralize certain municipal deposit relationships. As of the same dates, securities with a fair value of $64.0 million and $38.1 million, respectively, 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, only minimal exposure exists to sub-prime or other high-risk residential mortgages. With limited exceptions in the Company’s investment portfolio involving the most senior tranches of securitized bonds, the Company is not in the practice of investing in, or originating, these types of investment securities.
Note 5: Pension and Postretirement Benefits
The Company has a noncontributory defined benefit pension plan covering most 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
For the three months ended September 30,
Service cost
Interest cost
348
Expected return on plan assets
(241
(267
(724
(801
Amortization of prior service credits
(4
Amortization of net losses
172
Net periodic benefit plan (benefit) cost
(151
(453
The Company will evaluate the need for further contributions to the defined benefit pension plan during 2023. The prepaid pension asset is recorded in other assets on the consolidated statements of condition as of September 30, 2023 and December 31, 2022.
- 18 -
Note 6: Loans
Major classifications of loans at the indicated dates are as follows:
Residential mortgage loans:
1-4 family first-lien residential mortgages
252,956
257,656
Construction
2,090
5,085
Total residential mortgage loans
255,046
262,760
Commercial loans:
Real estate
362,822
345,330
Lines of credit
73,497
82,050
Other commercial and industrial
85,506
77,273
Paycheck Protection Program loans
169
203
Tax exempt loans
3,451
4,280
Total commercial loans
525,445
509,136
Consumer loans:
Home equity and junior liens
34,666
34,007
Other consumer
81,319
92,851
Total consumer loans
115,985
126,858
Total loans
896,476
898,754
Net deferred loan fees
(353
Less allowance for credit losses
Although the Bank may sometimes purchase or fund loan participation interests outside of its primary market areas, the Bank generally originates residential mortgage, commercial, and consumer loans largely to customers throughout Oswego and Onondaga counties. Although the Bank 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.
- 19 -
From time to time, the Bank acquires diversified pools of loans, originated by unrelated third parties, as part of the Company’s overall balance sheet management strategies. These acquisitions took place with nine separate transactions, that occurred between 2017 and 2019, with an additional six transactions occurring in 2021. The following tables detail the purchased loan pool positions held by the Bank at September 30, 2023 and December 31, 2022 (the month/year of the earliest acquisition date is depicted in parentheses):
(In thousands, except number of loans)
Original Balance
Current Balance
Unamortized Premium/ (Discount)
Number of Loans
Maturity Range
Cumulative net charge-offs
Commercial and industrial loans (6/2019)
6,800
1,800
20
2-6 years
Home equity lines of credit (8/2019)
21,900
4,900
137
128
1-26 years
Unsecured consumer loan pool 2 (11/2019)
26,600
700
181
0-3 years
Residential real estate loans (12/2019)
4,300
3,700
231
17-22 years
Unsecured consumer loan pool 1 (12/2019)
5,400
1,200
1-4 years
Unsecured consumer installment loans pool 3 (12/2019)
10,300
500
0-9 years
Secured consumer installment loans pool 4 (12/2020)
14,500
10,700
(1,302
502
22-23 years
Unsecured consumer loans pool 5 (1/2021)
24,400
16,100
(437
661
7-22 years
Revolving commercial line of credit 1 (3/2021)
11,600
12,300
0-1 year
Secured consumer installment loans (11/2021)
21,300
18,500
(3,009
826
17-24 years
Revolving commercial line of credit 2 (11/2021)
10,500
Unsecured consumer loans pool 6 (11/2021)
22,200
18,800
(2,235
526
7-24 years
179,800
93,500
(6,581
3,126
Automobile loans (1/2017) paid in full at 6/30/23
50,400
4,200
537
0-4 years
247
2,100
3-7 years
6,000
143
1-27 years
320
0-2 years
3,900
240
49
16-22 years
50
1,000
354
63
11,300
(1,484
518
23-24 years
17,300
(485
8-24 years
11,400
19,700
(3,237
850
18-25 years
15,000
20,200
(2,441
540
230,200
115,200
(7,004
4,063
At September 30, 2023 the ACL related to these pools was $2.1 million. As of September 30, 2023 and December 31, 2022, residential mortgage loans with a carrying value of $114.4 million and $110.3 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.
- 20 -
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 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023 and have not changed. As part of the execution of the Company’s overall balance sheet management strategies, the Bank will acquire participating interests in loans originated by unrelated third parties on an occasional basis. The purchase of participations in loans that are originated by third parties only occurs after the completion of thorough pre-acquisition due diligence. Loans in which the Company acquires a participating interest are determined to meet, in all material respects, the Company’s internal underwriting policies, including credit and collateral suitability thresholds, prior to acquisition. In addition, the financial condition of the originating financial institutions, which are generally retained as the ongoing loan servicing provider for participations acquired by the Bank, are analyzed prior to the acquisition of the participating interests and monitored on a regular basis thereafter for the life of those interests.
To develop and document a systematic methodology for determining the allowance for credit 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 credit 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
Commercial Loans
Consumer Loans
- 21 -
The following tables present the classes of the loan portfolio, 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:
Revolving
Term Loans By Origination Year
loans converted
2021
2020
2019
Prior
to term loans
Commercial Real Estate:
Pass
39,528
68,969
60,100
29,609
51,743
87,664
337,613
Special Mention
14,022
823
14,845
Substandard
769
2,342
739
396
5,458
10,204
Doubtful
Total Commercial Real Estate
40,297
83,491
62,442
30,348
52,139
94,105
Commercial Lines of Credit:
63,301
7,238
70,539
647
814
743
1,384
2,127
Total Commercial Lines of Credit
64,691
8,806
Other Commercial and Industrial:
6,914
5,943
8,437
12,793
4,020
75,805
2,480
249
2,841
1,435
1,171
941
757
213
2,343
6,860
Total Other Commercial and Industrial
22,794
19,992
8,104
6,776
8,650
15,170
Paycheck Protection Program Loans
Total Paycheck Protection Program Loans
Tax Exempt Loans
196
3,217
Total Tax Exempt Loans
- 22 -
1-4 family first-lien residential mortgages:
6,873
32,585
52,220
40,478
18,902
97,486
248,544
1,471
61
314
139
447
1,085
1,893
154
473
627
Total 1-4 family first-lien residential mortgages
53,830
41,125
19,185
99,358
Construction:
Total Construction
Home Equity and Junior Liens:
8,256
2,122
1,502
802
610
2,241
17,693
685
33,911
67
630
726
Total Home Equity and Junior Liens
1,569
2,270
18,343
694
Other Consumer:
69,076
4,291
3,226
1,455
1,735
1,454
81,237
Total Other Consumer
4,310
3,252
1,477
1,742
1,462
Net Deferred Loan Fees
(237
98
(58
(251
149,149
142,532
129,327
80,956
82,274
215,331
87,054
9,500
Management has reviewed its loan portfolio and determined that, to the best of its knowledge, no material 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 considered past due if the required principal and interest payments have not been received within thirty days of the payment due date. Loans are placed on nonaccrual when the contractual payment of principal and interest has become 90 days past due or when management has serious doubts about further collectability of principal or interest, even though the loan may be currently performing.
- 23 -
An aging analysis of past due loans, not including net deferred loan costs, segregated by portfolio segment and class of loans, as of September 30, 2023 and December 31, 2022, are detailed in the following tables:
30-59 Days
60-89 Days
90 Days
Total Loans
Past Due
and Over
Current
Receivable
1,262
1,846
1,610
4,718
248,238
250,328
4,090
1,457
6,280
11,827
350,995
1,759
1,513
3,282
70,215
571
541
3,710
4,822
80,684
6,420
2,008
11,503
19,931
505,514
237
379
34,287
683
322
2,629
3,634
77,685
756
2,866
4,013
111,972
8,438
4,245
15,979
28,662
867,814
As of December 31, 2022
1,627
620
932
3,179
254,477
259,581
4,974
854
3,499
9,327
336,003
1,280
1,584
298
3,162
78,888
4,721
999
1,738
7,458
69,815
10,975
3,437
5,535
19,947
489,189
279
319
33,688
239
1,904
2,534
90,317
414
256
2,183
2,853
124,005
13,016
4,313
25,979
872,775
- 24 -
Nonaccrual loans, segregated by class of loan, were as follows:
1,659
6,404
3,504
1,529
332
1,884
11,643
2,634
2,871
Total nonaccrual loans
16,173
9,015
At September 30, 2023, the Bank's 133 nonperforming loans represented 1.8% of total loans, with an aggregate outstanding balance of $16.2 million, as compared to 126 loans with an aggregate outstanding balance of $9.0 million at December 31, 2022. This increase in nonaccrual balances of $7.1 million was primarily the result of the downgrade of two significant commercial real estate and commercial loan relationships. At September 30, 2023, the number of nonaccrual loans related to these two relationships was 19 loans, with an aggregate outstanding balance of $11.5 million, as compared to five loans with an aggregate outstanding balance of $1.7 million at December 31, 2022. Management is closely monitoring all nonaccrual loans and has incorporated its current estimate of the ultimate collectability of these loans into the reported allowance for credit losses at September 30, 2023.
When the Company modifies a loan within a portfolio segment that is individually evaluated for impairment, 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 credit losses, an associated increase to the allowance for credit losses or as a charge-off to the allowance for credit losses in the current period.
- 25 -
Impaired Loans
The following table summarizes impaired loan information by portfolio class at the indicated dates:
Unpaid
Recorded
Principal
Related
Investment
Balance
Allowance
With no related allowance recorded:
1,048
Commercial real estate
6,580
5,283
5,386
Commercial lines of credit
2,218
3,087
2,780
2,829
82
182
With an allowance recorded:
925
91
4,944
598
2,625
1,566
1,092
3,059
3,066
2,957
3,672
1,564
1,998
1,285
147
536
114
Total:
1,682
1,498
11,524
7,908
8,011
2,052
2,066
5,277
5,284
6,759
4,778
4,827
712
718
22,729
22,743
3,527
20,179
20,338
4,793
The following table presents the average recorded investment in impaired loans for the periods indicated:
1,678
1,133
1,586
1,165
10,559
7,124
9,875
7,130
2,644
2,089
3,265
1,120
7,722
3,302
7,119
2,750
666
691
629
23,269
14,275
22,536
12,794
The following table presents the cash basis interest income recognized on impaired loans for the periods indicated:
95
78
227
75
90
184
290
583
561
- 26 -
Note 7: Allowance for Credit Losses
Management extensively reviews recent trends in historical losses, qualitative factors, including concentrations of loans to related borrowers and concentrations of loans by collateral type, and specific reserve requirements on loans individually evaluated in its determination of the adequacy of the credit losses. We recorded $833,000 in provision for credit losses for the three month period ended September 30, 2023, as compared to $710,000 for the three month period ended September 30, 2022. For the first nine months of 2023, we recorded $2.7 million in provision for credit losses compared to $871,000 in the first nine months of the prior year.
The increase in provision for credit losses in in the three and nine months ended September 30, 2023, as compared to the same three and nine month periods in 2022, primarily reflected the recording of additional reserves related to two large loan relationships. The two loan relationships consisted of 19 loans, with aggregate outstanding balances of $11.5 million.
At December 31, 2022 the Company calculated its Allowance for Loan losses utilizing the Incurred Loss Model ("ILM") methodology, as required under generally accepted accounting principles ("GAAP") on that date. On January 1, 2023, the Company adopted the Current Expected Credit Loss ("CECL") model methodology in accordance with GAAP requirements that became effective on that date. At December 31, 2022 the Company had a total allowance for loan and lease losses ("ALLL") of $15.3 million, of which $4.8 million was related to specifically-identified loans and $10.5 million was related to loans analyzed collectively on an aggregate pool basis. On January 1, 2023 the Company recorded a one-time CECL transition adjustment (recorded as an adjustment, net of taxes, to retained earnings) of $1.9 million that reversed the $10.5 million in the December 31, 2022 ALLL, that was related to pooled loans, evaluated collectively in the aggregate, as previously calculated under the phased-out ILM methodology, and replaced it with the ACL, as calculated under CECL, in the amount of $12.4 million. The $12.4 million CECL ACL at January 1, 2023 was composed of $8.4 million in reserves calculated using quantitative methodologies based on historical loss experience and $4.0 million based on qualitative factors, as determined by management. The $4.8 million in ALLL related to specifically-identified loans at December 31, 2022 was not affected by the transition to the CECL methodology at January 1, 2023.
The transition to CECL on January 1, 2023 also required that new reserves be created in the amounts of $450,000 and $552,000, related to held-to-maturity investments and unfunded commitments, respectively. Including the $1.9 million CECL transition adjustment related to loans, described above, the total CECL transition adjustment related to loans, securities classified as held-to-maturity and unfunded commitments was $2.9 million on January 1, 2023. This amount was recorded to retained earnings on that date and was not included in net income in 2023.
The total provision for credit losses ("PCL") for the three and nine months ended September 30, 2023 was $871,000 and $2.7 million, respectively, of which $798,000 and $2.7 million related to the Company's loan portfolio for the three and nine months ended September 30, 2023, respectively. The ACL related to loans was therefore $15.8 million at September 30, 2023, composed of $7.1 million related to specifically-identified loans, $4.8 million in reserves calculated using quantitative methodologies based on historical loss experience and $3.9 million based on qualitative factors, as determined by management. In addition, during the third quarter of 2023, the Company recorded modest PCL increases of $5,000 and $30,000 for reserves related to securities classified as held-to-maturity and unfunded commitments, respectively.
The following table summarizes all activity related to the ACL from December 31, 2022 to September 30, 2023 and to the recorded PCL for the three and nine months ended September 30, 2023:
- 27 -
ACL - loans
ILM 12/31/2022
CECL transition adjustment 1/1/2023
CECL ACL at 1/1/2023
Q1 2023 Charge-offs
Q1 2023 Recoveries
Q1 2023 PCL
CECL ACL at 3/31/2023
Q2 2023 Charge-offs
Q2 2023 Recoveries
Q2 2023 PCL
CECL ACL at 6/30/2023
Q3 2023 Charge-offs
Q3 2023 Recoveries
Q3 2023 PCL
CECL ACL at 9/30/2023
Specifically-identified loans
834
5,627
263
1,004
6,368
692
7,060
Pooled loans under ILM
10,526
(10,526
Pooled loans under CECL - Quantitative
8,444
92
8,691
109
(106
8,592
3,874
4,780
Pooled loans under CECL - Qualitative
3,965
(397
3,549
287
3,836
89
3,925
Total ACL related to loans
1,883
17,202
119
372
1,185
18,796
15,765
ACL - related to held-to-maturity investments (1)
(29
ACL - related to unfunded commitments (2)
552
(16
566
2,885
1,140
(1) - Reported on the Statements of Financial Condition as an adjustment to held-to-maturity investment securities
(2) - Reported on the Statements of Financial Condition as an adjustment to other liabilities
- 28 -
Summarized in the tables below are changes in the allowance for credit losses for loans for the indicated periods and information pertaining to the allocation of the balances of the credit 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 September 30, 2023
1-4 family
first-lien
Residential
Other
Paycheck
residential
construction
Commercial
commercial
Protection
mortgage
real estate
lines of credit
and industrial
Program
Allowance for credit losses:
Beginning Balance
2,036
634
5,431
2,620
5,192
Charge-offs
(60
(1,230
(2,499
Provisions (credits)
(401
Ending balance
2,007
872
5,054
1,873
3,041
Ending balance: related to loans individually evaluated for impairment
1,093
Ending balance: related to loans collectively evaluated for impairment
1,881
4,456
780
Loans receivables:
Ending balance: individually evaluated for impairment
1,681
11,525
Ending balance: collectively evaluated for impairment
251,275
351,297
71,445
78,747
Home equity
Tax exempt
and junior liens
Consumer
682
2,186
(84
(3,873
(2
722
2,185
3,528
575
12,239
33,954
873,747
- 29 -
For the nine months ended September 30, 2023
5,881
3,990
2,944
Adoption of New Accounting Standard
1,396
969
(1,744
(2,798
132
(97
893
(983
2,753
741
1,046
1,243
1,886
(277
(4,365
- 30 -
For the three months ended September 30, 2022
897
5,522
1,157
2,616
(134
(85
234
2,212
812
5,756
3,369
2,277
339
2,184
720
5,417
1,590
245,428
14,623
337,392
80,717
74,641
693
1,125
7,291
4,033
4,647
244,303
330,101
76,684
69,994
Unallocated
750
1,543
589
13,078
(176
(321
(578
(546
429
943
43
13,632
3,416
316
10,216
4,344
33,746
95,331
275
887,190
625
17,721
33,121
869,469
- 31 -
For the nine months ended September 30, 2022
5,308
935
2,762
(23
(38
(334
250
2,472
(197
774
1,297
984
12,935
(308
(941
The Company’s methodology for determining its allowance for credit losses includes an analysis of qualitative factors that are added to the historical loss rates in arriving at the total allowance for credit losses needed for this general pool of loans. The qualitative factors include, but are not limited to, the following:
Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. These qualitative factors, applied to each product class, make the evaluation inherently subjective, as it requires material estimates that may be susceptible to significant revision as more information becomes available. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for credit losses analysis and calculation.
- 32 -
The allocation of the allowance for credit losses summarized on the basis of the Company’s calculation methodology was as follows:
Specifically reserved
Historical loss rate
1,540
650
2,662
198
1,012
Qualitative factors
1,794
582
465
consumer
456
1,818
5,655
192
323
6,581
3,531
(32
97
618
5,567
1,033
1,562
321
708
1,099
306
338
9,427
Note 8: Foreclosed Real Estate
The Company is required to disclose the carrying amount of foreclosed real estate properties held as a result of obtaining physical possession of the property at each reporting period.
Number ofproperties
September 30,2023
Number of properties
December 31,2022
At September 30, 2023 and December 31, 2022, the Company reported $1.3 million and $542,000, respectively, in real estate loans in the process of foreclosure.
- 33 -
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 risks 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 $1.8 million of standby letters of credit as of September 30, 2023. 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. No provision for credit losses have been made for these commitments. 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 available-for-sale and marketable equity securities 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. Level 3 securities are assets whose fair value cannot be determined by using observable measures, such as market prices or pricing models. Level 3 assets are typically very illiquid, and fair values can only be calculated using estimates or risk-adjusted value ranges. Management applies known factors, such as currently applicable discount rates, to the valuation of those investments in order to determine fair value at the reporting date.
The Company holds two corporate investment securities with an amortized historical cost of $4.1 million and an aggregate fair market value of $4.4 million as of September 30, 2023. These securities have an aggregate valuation that is determined using published net asset values (NAV) derived by an analysis of the securities’ underlying assets. These securities are comprised primarily of broadly-diversified real estate holdings and are traded in secondary markets on an infrequent basis. While these securities are redeemable at least annually through tender offers made by respective issuers, the liquidation value of these securities may be below stated NAVs and also subject to restrictions as to the amount that can be redeemed at any single scheduled redemption. The Company anticipates that these securities will be redeemed by respective issuers
- 34 -
on indeterminate future dates as a consequence of the ultimate liquidation strategies employed by the managers of these portfolios.
The Company held two private equity security investments, acquired in 2022, with an aggregate value of $3.0 million at September 30, 2023, valued utilizing the unit of account (NAV) which includes; financial metrics for the company, specific operating key performance indicators, and market-related inputs.
Interest rate derivatives: The fair value of the interest rate derivatives, characterized as either fair value or cash flow hedges, are calculated based on a discounted cash flow model. All future floating rate cash flows are projected and both floating rate and fixed rate cash flows are discounted to the valuation date. The benchmark interest rate curve utilized for projecting cash flows and applying appropriate discount rates is built by obtaining publicly available third party market quotes for various swap maturity terms.
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 credit losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance.
- 35 -
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:
Total Fair
Level 1
Level 2
Level 3
6,961
202,196
Other Securities:
Corporate measured at NAV
4,446
Total available-for-sale securities
Marketable equity securities measured at NAV
Interest rate swap derivative fair value hedges (unrealized gain carried as receivable from derivative counterparties)
12,516
Interest rate swap derivative cash flow hedges (unrealized loss carried as payable to derivative counterparties)
909
- 36 -
7,066
186,757
4,763
9,717
Interest rate swap derivative cash flow hedges (unrealized gain carried as receivable from derivative counterparties)
519
Pathfinder Bank had the following assets measured at fair value on a nonrecurring basis as of September 30, 2023 and December 31, 2022:
Impaired loans
7,225
2,328
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 September 30, 2023
Appraisal of collateral
Discounted Cash Flow
12% - 50% (18%)
Costs to Sell
21% - 24% (22%)
- 37 -
At December 31, 2022
5% - 35% (17%)
(Sales Approach)
7% - 14% (12%)
Appraisal Adjustments
15% - 15% (15%)
6% - 9% (8%)
There have been no transfers of assets into or out of any fair value measurement level during the three or nine months ended September 30, 2023.
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.
Under FASB ASC Topic 820 for Fair Value Measurements and Disclosures, the financial assets and liabilities were valued at a price that represents the Company’s exit price or the price at which these instruments would be sold or transferred.
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.
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.
- 38 -
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 debt – 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.
The carrying amounts and fair values of the Company’s financial instruments as of the indicated dates are presented in the following table:
Carrying
Hierarchy
Amounts
Fair Values
Financial assets:
Cash and cash equivalents
Investment securities - available-for-sale
NAV
Investment securities - marketable equity
Investment securities - held-to-maturity
Federal Home Loan Bank stock
Net loans
827,228
844,892
Interest rate swap derivative cash flow hedge receivable
Interest rate derivative fair value hedges receivable - AFS investments
6,709
8,240
Interest rate derivative fair value hedges receivable - loans
5,807
Financial liabilities:
Demand Deposits, Savings, NOW and MMDA
632,262
699,624
Time Deposits
495,591
494,392
425,806
393,676
Borrowings
110,613
108,300
115,997
112,877
27,660
27,378
Note 11: Interest Rate Derivatives
The Company is exposed to certain risks from both its business operations and changes in economic conditions. As part of managing interest rate risk, the Company enters into standardized interest rate derivative contracts (designated as hedging agreements) to modify the repricing characteristics of certain portions of the Company’s portfolios of earning assets and interest-bearing liabilities. The Company designates interest rate hedging agreements utilized in the management of interest rate risk as either fair value hedges or cash flow hedges. Interest rate hedging agreements are entered into with counterparties that meet the Company's established credit standards and the agreements contain master netting, collateral and/or settlement provisions protecting the at-risk party. Based on adherence to the Company’s credit standards and the presence of the netting,
- 39 -
collateral or settlement provisions, the Company believes that the credit risk inherent in these contracts was not material at September 30, 2023. Interest rate hedging agreements are recorded at fair value as other assets or liabilities. The Company had no material derivative contracts not designated as hedging agreements at September 30, 2023 or December 31, 2022.
As a result of interest rate fluctuations, fixed-rate assets and liabilities will appreciate or depreciate in fair value. When effectively hedged, this appreciation or depreciation will generally be offset by changes in the fair value of derivative instruments that are linked to the hedged assets and liabilities. This strategy is referred to as a fair value hedge. In a fair value hedge, the fair value of the derivative (the interest rate hedging agreement) and changes in the fair value of the hedged item are recorded in the Company’s consolidated balance sheet with the corresponding gain or loss recognized in current earnings. The difference between changes in the fair value of the interest rate hedging agreements and the hedged items represents hedge ineffectiveness and is recorded as an adjustment to the interest income or interest expense of the respective hedged item.
Cash flows related to floating rate assets and liabilities will fluctuate with changes in underlying rate indices. When effectively hedged, the increases or decreases in cash flows related to the floating-rate asset or liability will generally be offset by changes in cash flows of the derivative instruments designated as a hedge. This strategy is referred to as a cash flow hedge. In a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings. The ineffective portion of the derivative’s gain or loss on cash flow hedges is accounted for similar to that associated with fair value hedges.
Among the array of interest rate hedging contracts, potentially available to the Company, are interest rate swap and interest rate cap (or floor) contracts. The Company uses interest rate swaps, cap or floor contracts as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed payments over the life of the agreements without the exchange of the underlying notional amount. An interest rate cap is a type of interest rate derivative in which the buyer receives payments at the end of each contractual period in which the index interest rate exceeds the contractually agreed upon strike price rate. The purchaser of a cap contract will continue to benefit from any rise in interest rates above the strike price. Similarly, an interest rate floor is a derivative contract in which the buyer receives payments at the end of each period in which the interest rate is below the agreed strike price. The purchaser of a floor contract will continue to benefit from any decrease in interest rates below the strike price.
- 40 -
The Company records various hedges in the consolidated statements of condition at fair value. The Company’s accounting treatment for these derivative instruments is based on the instruments hedge designation determined at the inception of each derivative instrument's contractual term. The following tables show the Company’s outstanding fair value hedges at September 30, 2023 and December 31, 2022:
Carrying Amount of the Hedged Assets at September 30, 2023
Cumulative Amount of Fair Value Hedging Gains Included in the Carrying Amount of the Hedged Assets at September 30, 2023
Carrying Amount of the Hedged Assets at December 31, 2022
Cumulative Amount of Fair Value Hedging Gains Included in The Carrying Amount of the Hedged Assets at December 31, 2022
Line item on the balance sheet in which the hedged item is included:
Available-for-sale securities (1)
53,940
68,741
Loans receivable (2)
124,322
37,196
The hedging contracts noted above, accounted for as fair value hedges, increased the yield on investment securities and loans by 0.27% and 0.23%, respectively, in the nine months ended September 30, 2023. The hedging contracts noted above, accounted for as fair value hedges, increased the yield on investment securities and loans by 0.01% and 0.01%, respectively, in the nine months ended September 30, 2022.
The following tables summarize the net effects of the Company's fair value and cash flow hedges for the nine months ended September 30, 2023 and September 30, 2022, respectively:
Fair Value Hedges
Nine Months Ended September 30, 2023
Hedge Category
Average Notional Balance
Period Ending Notional Balance
Net Cash Received (Paid) Recorded In Net Income
Fair Value Receivable (Payable) at Quarter End
Investments
53,756
52,120
83,701
110,149
137,457
162,269
3,053
Nine Months Ended September 30, 2022
Ending Notional Balance
61,659
66,845
8,707
20,700
62
1,103
82,359
87,545
9,810
- 41 -
Cash Flow Hedges
Fair Value Receivable (Payable) at Period End
Borrowed Funds
47,778
40,000
748
53,333
(94
699
The following table shows the pre-tax gains and losses of the Company’s derivatives designated as cash flow hedges in OCI at September 30, 2023 and December 31, 2022:
Cash flow hedges:
Fair market value adjustment interest rate swap
Total gain in comprehensive income
The hedging contracts noted above, accounted for as cash flow hedges, decreased the interest expense associated with MMDA accounts by 0.41% in the nine months ended September 30, 2023 and increased the interest expense associated with MMDA accounts by 0.05% in the nine months ended September 30, 2022.
The amounts of hedge ineffectiveness, recognized at September 30, 2023 and December 31, 2022 for cash flow hedges were not material to the Company’s consolidated results of operations. A portion of, or the entire amount included in accumulated other comprehensive loss would be reclassified into current earnings should a portion of, or the entire hedge, no longer be considered effective. Management believes that the hedges will remain fully effective during the remaining term of the respective hedging contracts. The changes in the fair values of the interest rate hedging agreements primarily result from the effects of changing index interest rates and the reduction of the time each quarter between the measurement date and the contractual maturity date of the hedging instrument.
The Company manages its potential credit exposure on interest rate swap transactions by entering into bilateral credit support agreements with each contractual counterparty. These agreements require collateralization of credit exposures beyond specified minimum threshold amounts.
Note 12: Accumulated Other Comprehensive (Loss) Income
Changes in the components of accumulated other comprehensive (loss) income (“AOCI”), net of tax, for the periods indicated are summarized in the tables below.
Net Unrealized Loss on Retirement Plans
Unrealized Loss on Available-for-Sale Securities
Unrealized Gain on Derivatives and Hedging Activities
Unrealized Gain on Securities Transferred to Held-to-Maturity
Beginning balance
(2,345
(9,495
470
Other comprehensive (loss) income before reclassifications
(2,228
202
(2,026
Amounts reclassified from AOCI
(2,304
(11,724
- 42 -
(1,411
(8,421
431
(3,389
(3,303
136
(1,410
(11,674
517
(2,427
(10,127
382
(3,023
(2,733
1,426
1,549
(1,412
428
(286
(12,220
803
(11,417
118
120
The following table presents the amounts reclassified out of each component of AOCI for the indicated period:
Amount Reclassified
from AOCI (1)
Details about AOCI (1) components
Affected Line Item in the Statement of Income
Retirement plan items
Retirement plan net losses recognized in plan expenses (2)
(56
(167
Net (losses)
(123
Available-for-sale securities
Realized gain (loss) on sale of securities
Net gains on sales and redemptions of investment securities
(186
(1,932
(160
506
Net income (losses)
(136
(1,426
(117
See Note 5 for additional information.
- 43 -
Note 13: Noninterest Income
The Company has included the following table regarding the Company’s noninterest income for the periods presented.
Insufficient funds fees
488
406
Deposit related fees
112
ATM fees
138
Total service charges on deposit accounts
Fee Income
Investment services revenue
360
365
ATM fees surcharge
168
Banking house rents collected
54
150
Total fee income
553
534
1,679
1,558
Card income
Merchant card fees
21
Total card income
201
501
Mortgage fee income and realized gain on sale of loans and foreclosed real estate
Net gains on sales of loans and foreclosed real estate
Total mortgage fee income and realized gain on sale of loans and foreclosed real estate
121
1,077
1,190
3,514
3,509
Net (losses) gains on sale and redemption of investment securities
(Losses) gains on marketable equity securities
Other miscellaneous income
The following is a discussion of key revenues within the scope of ASC 606 guidance:
- 44 -
Note 14: Leases
The Company has operating and finance leases for certain banking offices and land under noncancelable agreements. Our leases have remaining lease terms that vary from 2 years up to 29 years, some of which include options to extend the leases for various renewal periods. All options to renew are included in the current lease term when we believe it is reasonably certain that the renewal options will be exercised.
The components of lease expense are as follows:
Operating lease cost
170
Finance lease cost
Supplemental cash flow information related to leases was as follows:
Cash paid for amount included in the measurement of lease liabilities:
Operating cash flows from operating leases
158
Operating cash flows from finance leases
Financing cash flows from finance leases
93
Supplemental balance sheet information related to leases was as follows:
(In thousands, except lease term and discount rate)
Operating Leases:
Finance Leases:
Finance lease liability
Weighted Average Remaining Lease Term:
Operating Leases
17.28 years
18.28 years
Finance Leases
27.60 years
28.35 years
Weighted Average Discount Rate:
3.88
%
3.85
9.40
9.41
- 45 -
Maturities of lease liabilities are as follows:
Twelve Months Ending September 30,
2024
33
2025
164
2026
166
2027
2028
178
Thereafter
5,421
Total minimum lease payments
6,130
The Company owns certain properties that it leases to unaffiliated third parties at market rates. Lease rental income was $53,000 and $70,000 for the three months ended September 30, 2023 and 2022, respectively. Lease rental income was $149,000 and $172,000 for the nine months ended September 30, 2023 and 2022, respectively. The lease agreements in which the Company is the lessor are a mix of operating and finance leases.
Note 15: Related Party Transactions:
In the ordinary course of business, the Company has granted loans to certain directors, executive officers and their affiliates (collectively referred to as “related parties”). None of the related party loans were classified as nonaccrual, past due, restructured, or potential problem loans at September 30, 2023 or December 31, 2022.
The following represents the activity associated with loans to related parties during the nine months ended September 30, 2023 and the year ended December 31, 2022:
Balance at the beginning of the year
32,531
22,427
Originations and related party additions
3,010
15,278
Principal payments and related party removals
(2,558
(5,174
Balance at the end of the period
32,983
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 Company is 100% owned by public shareholders. 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. The Bank has two wholly owned operating subsidiaries, Pathfinder Risk Management Company, Inc. (“PRMC”) 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” or “Agency”), 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 a noncontrolling interest within the consolidated financial statements. At September 30, 2023, the Company and subsidiaries had total consolidated assets of $1.40 billion, total consolidated liabilities of $1.29 billion and shareholders' equity of $113.8 million, plus noncontrolling interest of $672,000, which represents the 49% of FitzGibbons not owned by the Company.
The following discussion reviews the Company's financial condition at September 30, 2023 and the results of operations for the three and nine month periods ended September 30, 2023 and 2022. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any other period.
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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 included in the 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023 (“the consolidated annual financial statements”) as of December 31, 2022 and 2021 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
Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are generally identified by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” or “may.” These forward-looking statements are based on current beliefs and expectations of the Company’s and the Bank’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s and the Bank’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to: risks related to the real estate and economic environment, particularly in the market areas in which the Company and the Bank operate; fiscal and monetary policies of the U.S. Government; inflation; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; fluctuations in the adequacy of the allowance for credit losses; decreases in deposit levels necessitating increased borrowing to fund loans and investments; the effects of the COVID-19 pandemic; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; the risk that the Company may not be successful in the implementation of its business strategy; changes in prevailing interest rates; credit risk management; asset-liability management; recent events involving the failure of financial institutions and the impact on the Company's business and the market price of its common stock; any future increase in FDIC insurance assessments or special assessments; and other risks described in the Company’s filings with the Securities and Exchange Commission, which are available at the SEC’s website, www.sec.gov.
The Company and the Bank caution prospective investors not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation to revise or update any forward-looking statements contained in this quarterly report on Form 10-Q to reflect future events or developments.
Application of Critical Accounting Estimates
The Company's consolidated quarterly 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 quarterly 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 accounting 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 unaffiliated 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. 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 quarterly
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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 credit losses, deferred income taxes, pension obligations, the evaluation of investment securities for credit losses, the estimation of fair values for accounting and disclosure purposes, and the evaluation of goodwill for impairment 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.
In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s stated main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables (such as loans) and other financial assets in scope. The ASU requires entities to measure credit losses on most financial assets carried at amortized costs and certain other instruments using an expected credit loss model. Banks in the United States above $5.0 billion in assets generally adopted this new way of measuring loan losses called the “Current Expected Credit Loss” (“CECL”) model in 2020, with smaller public and private banks, such as Pathfinder, required to convert to this method in fiscal years beginning after December 15, 2022. The Company computed its Allowance for Loan Losses at December 31, 2022 using a methodology called the "Incurred Loss Model" ("ILM"), which remained applicable GAAP at that date. ILM (previous GAAP) assumes that all loans will be repaid until evidence to the contrary (known as a loss or trigger event) is identified. Only at that point is the impaired loan (or portfolio of loans) written down to a lower value. CECL requires that an estimate of loss for the entire life cycle of each asset with credit loss exposure be recorded at the funding date of that asset as a component of the reported Allowance for Credit Losses ("ACL").
The ACL represents management's estimate of probable credit losses inherent in the loan portfolio. Determining the amount of the allowance for credit 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 environmental factors, 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.
Loan impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses as compared to the loan carrying value. 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 measurement of impaired loans is generally based upon the present value of future cash flows discounted at the historical effective interest rate, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral, less costs to sell. At September 30, 2023, the Bank’s position in impaired loans consisted of 73 loans totaling $22.8 million. Of these loans, 17 loans, totaling $1.7 million, were valued using the present value of future cash flows method; and 56 loans, totaling $21.1 million, were valued based on a collateral analysis. For all other loans, the Company uses the general allocation methodology that establishes an allowance to estimate the probable incurred loss for each risk-rating category.
In estimating the ACL on loans, management considers the sensitivity of the model and significant judgments and assumptions that could result in an amount that is materially different from management’s estimate. At September 30, 2023, the Bank held $521.8 million in commercial real estate and commercial & industrial loans (collectively, commercial loans) representing 58.2% of the Bank’s entire loan portfolio. The Bank allocated $10.0 million to the ACL for these loans, including $2.9 million derived from the use of qualitative factors in the calculation. Given the concentration of ACL allocation to the total commercial loan portfolio and the significant judgments made by management in deriving the qualitative loss factors, management considers the impact that changes in judgments could have on the ACL. The ACL could increase (or decrease) by approximately $712,000, assuming a 25% negative (or positive) change within the group of qualitative factors used to determine the ACL for commercial loans. The sensitivity and related range of impacts for various judgments on the ACL is a hypothetical analysis and is used to determine management’s judgments or assumptions of qualitative loss factors that were utilized at September 30, 2023 in the final recorded estimation of the ACL on loans recognized on the Statements of Financial Condition.
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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 effect 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.
The Company’s effective tax rate typically differs from the 21% federal statutory tax rate due primarily to New York State income taxes, partially offset by tax-exempt income from specific types of investment securities and loans, bank owned life insurance, and to a much lesser degree, the utilization of low income housing tax credits. In addition, the tax effects of certain incentive stock option activity may reduce the Company’s effective tax rate on a sporadic basis.
We maintain a noncontributory defined benefit pension plan covering most 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.
When the fair value of a security categorized as available-for-sale ("AFS") or held-to-maturity ("HTM") is less than its amortized cost basis, an assessment is made as to whether or not credit loss is present. Management makes a quantitative determination of potential credit loss for all HTM securities even if the risk of credit loss is considered remote and uses a best estimate threshold for securities categorized as AFS. The Company considers numerous factors when determining whether a potential credit loss exists. The principal factors considered are (1) the financial condition of the issue and (guarantor, if any) and adverse conditions specifically related to the security, industry or geographic area, (2) failure of the issuer of the security to make scheduled interest or principal payments, (3) any changes to the rating of the security by a nationally recognized statistical rating organization (“NRSRO”), and (4) the presence of contractual credit enhancements, if any, including the guarantee of the federal government or any of its agencies.
The Company carries all of its AFS 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 securities’ impairment losses 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 securities portfolio, for both AFS and HTM securities for credit 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 insufficient to recover the entire amortized cost basis.
The estimation of fair value is significant to several of our assets; including AFS and marketable equity investment securities, 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 AFS 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 AFS securities are obtained from unaffiliated third party pricing services. 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 sources. Fair values for marketable equity securities are based on quoted prices on a nationally recognized securities exchange for similar benchmark securities. The fair values of foreclosed real estate
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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.
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, 2022 evaluation, management has determined that the carrying value of goodwill was not impaired as of that date. Management will continuously evaluate all relevant economic and operational factors potentially affecting the Bank or the fair value of its assets, including goodwill. Should the pandemic or recent banking crisis, or the future economic consequences thereof, require a significant and sustained change in the operations of the Bank, re-evaluations of the Bank’s goodwill valuation will be conducted on a more frequent basis.
Recent Events
On September 30, 2023, the Company announced that its Board of Directors declared a cash dividend of $0.09 per share on the Company's voting common and non-voting common stock, and a cash dividend of $0.09 per notional share for the issued warrant relating to the fiscal quarter ended September 30, 2023. The dividends were payable to all shareholders of record on October 20, 2023 and were paid on November 10, 2023.
Overview and Results of Operations
The following represents the significant highlights of the Company’s operating results between the third quarter of 2023 and the third quarter of 2022.
The following represents the significant highlights of the Company’s operating results between the first nine months of 2023 and the first nine months of 2022.
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The following reflects the significant changes in financial condition between September 30, 2023 and December 31, 2022. In addition, the following reflects significant changes in asset quality metrics between September 30, 2023 and September 30, 2022.
The Company had net income of $2.2 million for the three months ended September 30, 2023 compared to net income of $3.2 million for the three months ended September 30, 2022. The $1.0 million decrease in net income was due primarily to a $5.0 million increase in total interest expense, a $123,000 increase in provision for credit losses, and a $386,000 increase in noninterest expense. These year-over-year changes were partially offset by a $4.3 million increase in interest and dividend income, a $199,000 decrease in provision for income taxes, and a $32,000 increase in total noninterest income.
Net interest income before the provision for credit losses decreased $720,000, or 6.7%, to $10.1 million for the three months ended September 30, 2023, as compared to $10.8 million for the same three month period in 2022. The decrease in net interest income was due to a 183 basis points increase in the average cost of total interest-bearing liabilities in the third quarter of 2023, as compared to the same quarter in 2022, combined with a $28.9 million increase in the average balance of total interest-bearing liabilities. The increase in the average rates paid on interest-bearing liabilities in the third quarter of 2023, as compared to the same quarter in 2022, reflects the generally increased rates of interest for all financial instruments that has occurred in 2023 due to the rising interest rate environment and increased competition for deposits.
These decreases in net interest income were partially offset by the result of increases in the average yields of loans and taxable and tax-exempt investment securities portfolios, combined with the increase in the average balance of the loan portfolio of $15.8 million. These increases resulted in a 126 basis points increase to 5.39% in total average interest-earning asset yield for the three months ended September 30, 2023 as compared to 4.13% for the same three month period of the previous year. The increase in the average yield received on interest-earning assets in the third quarter of 2023, as compared to the same quarter in 2022, reflects generally increased rates of interest for newly funded loans and investment securities, as compared to the average yields within these portfolios, as well as increases in coupon rates for certain adjustable-rate loans and securities in the rising interest rate environment that has occurred in 2022 and 2023. To some degree, these increases in the average yield on loans during 2023, were partially offset by reduced fee recognition related to PPP loans. PPP fee recognition revenues were nominal in the third quarter of 2023, as compared to $144,000 in the third quarter of the previous year.
The Company's noninterest income for the third quarter of 2023 amounted to $1.2 million, reflecting an increase of $32,000, compared to the same quarter of 2022. This modest increase was primarily attributable to a $185,000 increase in gains
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(losses) on sales and redemptions of investment securities, a $52,000 increase in insurance agency revenue, and a $25,000 increase in loan servicing fees. These increases were largely offset by a $158,000 decrease in debit card interchange fees.
The decline in debit card income was due in part to the recognition of increased customer card rewards program redemption rates among the Bank’s active debit card users. During the third quarter of 2023, the Bank recognized a $73,000 nonrecurring reduction of debit card interchange income to increase its estimate of currently unused rewards that are likely to be redeemed by customers in future periods. This adjustment was made after a re-evaluation of recent customer reward program redemption patterns. Absent this one-time adjustment related to the rewards program, debit card interchange income would have declined by $85,000, or 47.2% for the three months ended September 30, 2023, compared to the same three month period in 2022. The $85,000 quarterly decline in debit card interchange income, not due to the one-time rewards program revenue adjustment, discussed above, was primarily due to changes in the number of debit card processor reporting cycles in the nine months ended September 30, 2023, as compared to the same nine month period in 2022, adjusted on a year-to-date basis in the third quarter of 2023. Debit card interchange income was also reduced by modest declines in consumer transactional deposit accounts and reduced consumer utilization of the Bank’s debit card offerings.
Total noninterest expense for the third quarter of 2023 was $7.7 million, an increase of $386,000, or 5.3%, compared to the same three month period in 2022. The increase was primarily a result of an increase of $225,000 in professional and other service expense, primarily the result of a $154,000 increase in third-party software service costs, related in part to the Company's continuing efforts to increase process automation, and a $61,000 increase in non-recurring consulting fees.
Management extensively reviews recent trends in changes in the size and composition of the loan portfolio, historical loss experience, qualitative factors, and specific reserve requirements on loans individually evaluated, in its determination of the adequacy of the allowance for credit losses. For the three months ended September 30, 2023, $833,000 was recorded in provision for credit losses as compared to $710,000 in the same prior year three month period. The primary driver of the increased provision expense in the third quarter of 2023, was management's decision to downgrade certain commercial real estate loans and commercial loans within two borrower relationships. These relationships are under active resolution management by the Company. Additionally, the provision in the quarter ended September 30, 2023 was reflective of the qualitative factors used in determining the adequacy of the allowance for credit losses and changes in the levels of delinquent and nonaccrual loans. The third quarter provision for credit losses reflects an addition to reserves considering loan growth and asset quality metrics. The credit-sensitive portfolios continue to be carefully monitored, and the Bank will consistently apply its loan classification and reserve building methodologies to the analysis of these portfolios.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, requiring financial institutions, such as the Bank, to adopt the Current Expected Credit Loss (“CECL”) methodology according to a specified implementation timeline. In order to meet this requirement, the Bank adopted the CECL methodology for calculating its Allowance for Credit Losses (“ACL”) on January 1, 2023. The amended guidance replaces the previously-required Allowance for Loan and Lease Losses (“ALLL”) calculated under what was known as the Incurred Loss Model. The ACL represents a valuation account that is deducted from the amortized cost basis of includable financial assets to present their net carrying value at the amount expected to be collected over the entire life of those assets. The income statement now reflects the measurement of credit losses for newly recognized financial assets as well as expected increases, or decreases, of expected credit losses that have taken place during the reporting period. When determining the ACL, expected credit losses over the expected term of the financial asset will be estimated considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the future collectability of the reported amount. In addition, the amended guidance requires credit losses relating to assets such as held-to-maturity debt securities and open contractual funding commitments to be recorded through the ACL. Because the CECL methodology requires that reserves be established within the ACL for a broad range of financial assets, including all loans, through the entirety of their expected lives and also considers new items, such as open funding commitments, the initial ACL upon adoption would, in most cases, be expected to be greater than the ALLL that it replaced.
The transition to CECL also required that new reserves be created in the amounts of $450,000 and $552,000, related to held-to-maturity investments and unfunded commitments, respectively. Including the $1.9 million CECL transition adjustment related to loans, described above, the total CECL transition adjustment was $2.9 million on January 1, 2023, which was charged to retained earnings on that date.
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The total PCL for the three and nine months ended September 30, 2023 was $833,000 and $2.7 million, respectively, of which $798,000 and $2.7 million related to the Company's loan portfolio for the three and nine months ended September 30, 2023, respectively. The ACL related to loans was therefore $15.8 million at September 30, 2023. In addition, during the third quarter of 2023, the Company recorded modest PCL charges of $5,000 and $30,000 for reserves related to held-to-maturity securities and unfunded commitments, respectively.
In comparing the year-over-year third quarter periods, the Company’s return on average assets decreased 30 basis points to 0.63% due to the combined effects of the decrease in net income (the numerator in the ratio), and an increase in average assets (the denominator in the ratio). Average assets increased mostly due to an increase of $15.8 million in the balances of average loans in the third quarter of 2023, as compared to the same quarter of 2022.
The Company had net income of $6.8 million for the nine months ended September 30, 2023 compared to net income of $9.4 million for the nine months ended September 30, 2022. The $2.7 million decrease in net income was due primarily to a $13.7 million increase in total interest expense, a $1.8 million increase in the provision for credit losses, a $686,000 increase in total noninterest expense, and a $188,000 decrease in total noninterest income. These decreases were partially offset by a $13.3 million increase in interest and dividend income, and a $501,000 decrease in provision for income tax.
Net interest income before the provision for credit losses decreased $464,000 to $29.8 million for the nine months ended September 30, 2023, as compared to $30.2 million for the same nine month period in 2022. Interest expense increased $13.7 million to $19.6 million for the nine months ended September 30, 2023 as compared to the prior year period. The average interest rate paid on interest-bearing liabilities increased by 165 basis points for the nine months ended September 30, 2023 as compared to the prior year period, and average interest-bearing liabilities increased by $60.7 million, or 6.0%. Offsetting the increase in interest expense was an increase in average loans for the first nine months of 2023 which grew by $37.7 million, or 4.4%, due to increased loan originations over the prior year period, while the average interest yield earned on average loans increased by 91 basis points, resulting in an increase of $7.4 million in interest income on loans for the nine months ended September 30, 2023 as compared to the prior year period. Income from investment securities increased $5.7 million to $14.2 million for the nine months ended September 30, 2023, as compared to the same prior year period.
Noninterest income decreased $188,000 for the nine months ended September 30, 2023, when compared to the same nine month period in 2022. This decrease was primarily due to a $247,000 loss on marketable equity securities, and a $184,000 decrease in debit card interchange fees, partially offset by a $60,000 gain on sales and redemption of investment securities in the current nine months as compared to a $168,000 loss in the prior nine month period, and a $152,000 increase in insurance agency revenue. The decline in debit card income was due in part to the recognition of increased customer card rewards program redemption rates among the Bank’s active debit card users. During the third quarter of 2023, the Bank recognized a $73,000 nonrecurring reduction of debit card interchange income to increase its estimate of currently unused rewards that are likely to be redeemed by customers in future periods. This adjustment was made after a re-evaluation of recent customer reward program redemption patterns. Absent this one-time adjustment related to the rewards program, debit card interchange income would have declined $111,000, or 17.4%, for the nine months ended September 30, 2023 compared to the same nine month period in 2022.
Total noninterest expense for the first nine month period of 2023 was $22.4 million, an increase of $686,000, or 3.2%, compared with $21.7 million for the prior year period. The increase was primarily a result of an increase in professional and other services of $419,000, higher salaries and employee benefits expense of $213,000, and an increase in building and occupancy of $208,000.
The increase in professional and other services of $419,000 in the first nine months of 2023, as compared to the same period in 2022, was primarily the result of a $282,000 increase in third-party software service costs, related in part to the Company's continuing efforts to increase process automation, a $113,000 increase in non-recurring legal fees, and a $50,000 increase in non-recurring consulting fees. The increase of $213,000 in salaries for the nine months ended September 30, 2023, as compared to the same prior nine month period, was primarily due to increases in individual salaries, enacted early in 2023, as well as modest additions to staff headcount. The Company increased its salary structure where deemed appropriate in order to effectively respond to inflationary and competitive pressures within our marketplace to recruit and retain talent.
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The increase in building and occupancy of $208,000 for the nine months ended September 30, 2023, when compared to the same prior year period, was primarily due to the addition of the Bank's eleventh full-service branch in November 2022.
For the first nine months of 2023, the Bank recorded $2.7 million in provision for credit losses as compared to $871,000 in the same prior year nine month period. The provision was reflective of (1) the qualitative factors used in determining the adequacy of the allowance for credit losses, (2) the size of the loan portfolio, and (3) delinquent and nonaccrual loans. The increase in the provision for credit losses in the first nine months of 2023, as compared to the same period in 2022, was primarily related to the downgrade of two commercial real estate and commercial loan relationships, as compared to the same period in the previous year. The credit sensitive portfolios continue to be carefully monitored. Please refer to the asset quality section below for a further discussion of asset quality as it relates to the allowance for credit losses.
Return on average assets decreased 29 basis points to 0.65% between the year-over-year nine month periods as there was a decrease in net income in the nine month period ended September 30, 2023 (the numerator of the ratio) while the rate of average assets (the denominator of the ratio) grew during the period. Average assets increased due to increases in loans of $37.7 million and investment securities of $16.6 million in the nine month period ended September 30, 2023 as compared to the same period of 2022.
Net Interest Income
Net interest income is the Company's primary source of operating income for payment of operating expenses and providing for credit 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.
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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 have 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 PPP loan fees income of $3,000 and $688,000 for the nine month periods ended September 30, 2023 and September 30, 2022, respectively. The decrease in loan fees for the year over year periods was primarily due to the decrease in PPP loan fee income. Nonaccrual loans have been included in interest-earning assets for purposes of these calculations.
Average
Unaudited
Yield /
Interest-earning assets:
895,900
5.57
880,097
4.50
Taxable investment securities
376,455
4,628
4.92
363,877
3,108
3.42
Tax-exempt investment securities
27,831
7.29
42,855
3.28
Fed funds sold and interest-earning deposits
11,395
2.32
10,383
1.12
Total interest-earning assets
1,311,581
5.39
1,297,212
4.13
Noninterest-earning assets:
102,738
90,482
Allowance for credit losses
(19,028
(13,050
Net unrealized losses on available-for-sale securities
(13,275
(10,983
1,382,016
1,363,661
Interest-bearing liabilities:
NOW accounts
90,992
0.55
101,907
0.33
Money management accounts
14,503
0.11
16,097
0.10
MMDA accounts
218,601
1,642
3.00
244,884
427
0.70
Savings and club accounts
121,710
68
0.22
140,425
0.15
Time deposits
493,907
4,385
3.55
440,227
1,339
1.22
29,837
6.60
29,655
5.96
110,780
896
3.24
78,232
254
1.30
Total interest-bearing liabilities
1,080,330
2.82
1,051,427
0.99
Noninterest-bearing liabilities:
Demand deposits
169,825
189,317
15,768
12,248
1,265,923
1,252,992
Shareholders' equity
116,093
110,669
Total liabilities & shareholders' equity
Net interest rate spread
2.57
3.14
Net interest margin
3.07
3.32
Ratio of average interest-earning assets to average interest-bearing liabilities
121.41
123.38
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900,917
5.17
863,191
4.26
371,615
12,749
4.57
348,499
7,850
31,077
6.18
37,593
2.17
11,750
2.56
19,950
0.32
1,315,359
5.00
1,269,233
3.79
99,431
85,652
(18,043
(13,040
(12,919
(7,230
1,383,828
1,334,615
94,116
315
0.45
104,874
0.30
14,651
16,212
241,550
4,539
2.51
255,933
985
0.51
127,490
0.21
139,798
0.14
472,614
10,820
3.05
401,297
0.87
29,793
6.48
29,617
5.78
99,029
2,243
3.02
70,833
557
1.05
1,079,243
2.42
1,018,564
0.77
174,143
194,220
11,808
1,269,486
1,224,592
114,342
110,023
2.58
3.18
121.88
124.61
In the third quarter of 2023, net interest income, before provision for credit losses, for the Company decreased by $720,000 or 6.7%, to $10.1 million compared to $10.8 million for the same quarter in 2022. This decrease was due principally to a 183 basis points increase on the average cost of interest-bearing liabilities, partially offset by an increase of 126 basis points in the average yield of interest-earning assets. Net interest income was positively impacted by an increase in the average balance of interest-earning assets of $14.4 million, or 1.1%. The positive effect of this increase on the average balance of interest-earning assets was offset by an increase of $28.9 million, or 2.8%, in average interest-bearing liabilities. In total, net interest margin decreased 25 basis points to 3.07% for the three months ended September 30, 2023 as compared to the same prior year period.
Interest and dividend income increased by $4.3 million, or 32.0%, to $17.7 million for the three months ended September 30, 2023 compared to $13.4 million for the same three month period in 2022. The increase in interest and dividend income between comparable quarters was a result of a $2.6 million increase in loan interest income, and a $1.6 million increase in interest income derived from investment securities. The positive effect on interest income was the result of a 107 basis points increase in the average loan yield, accompanied by a $15.8 million increase in the average outstanding balance of loans and a 168 basis points increase in the average yield on investment securities, accompanied by a $2.4 million increase in the average outstanding balance of investment securities. The increase in the average yield received on interest-earning assets in the third quarter of 2023, as compared to the same quarter in 2022, reflects generally increased rates of interest for newly funded loans and investment securities, as compared to the average yields within these portfolios, as well as increases in coupon rates for certain adjustable-rate loans and securities in the rising interest rate environment that has occurred in 2022 and 2023. These increases in the average yield on loans during 2023 were partially offset by reduced fee recognition related to PPP loans. PPP fee recognition revenues were $1,000 for the three months ended September 30, 2023, as compared to $144,000 for the same three month period of the previous year.
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Interest expense for the three months ended September 30, 2023 increased by $5.0 million to $7.6 million when compared to the same prior year period due primarily to an increase in interest expense on time deposits and the Company's short-term and long-term borrowings. Interest expense increased due to a 183 basis points increase in the average rates paid on interest-bearing liabilities between the two periods, accompanied by an increase in the average outstanding balance of those liabilities of $28.9 million. The increase in the quarterly interest expense was primarily a result of the increase in cost of deposits resulting from the rapidly rising interest rate environment and increased competition. The deposit mix included a $53.7 million increase in average time deposit balances, an increase of $32.5 million in the Company's average borrowings, partially offset by a decrease of $3.8 million in the average balance of all other types of interest-bearing deposits.
In the nine month period ended September 30, 2023, net interest income before provision for credit losses slightly decreased by $464,000, or 1.5%, to $29.8 million compared to the same nine month period in 2022. This downtrend was primarily attributable to the increase in interest expense of $19.6 million, marking a 235% increase from the corresponding period in 2022. These increases were the result of general increases in short-term rates that have occurred in persistent upward increments since the first quarter of 2022.
The Company's interest and dividend income increased to $49.3 million, a 36.8%, or $13.3 million increase from $36.0 million during the same nine months in 2022. The average yield of interest earning assets increased 121 basis points primarily due to the rising interest rate environment. The change in interest and dividend income for the first nine months of 2023 was mainly from an increase in interest generated from loans totaling $34.9 million, up $7.4 million from $27.5 million in the same nine months of 2022. In addition to the increase in interest generated from loans in the nine month period ended September 30, 2023, there was a $5.7 million increase in interest earned on investment securities totaling $14.2 million, up from $8.5 million during the same period in 2022. The average balance of all interest-earning assets for the nine month period ended September 30, 2023 was $1.32 billion, an increase of $46.1 million from $1.27 billion, primarily due to loan growth, in the same nine month period in 2022.
The increase in interest and dividend income was offset by an increase of $13.7 million in interest expense on the Company's interest-bearing liabilities reaching $19.6 million in the nine month period ended September 30, 2023, up from $5.9 million in the same period in 2022. There was an increase in the average balance of the Company's interest-bearing liabilities in the first nine months of 2023 totaling $1.08 billion, up $60.7 million from the same nine month period in 2022. This upward change in interest-bearing liabilities was primarily due to an increase of $71.3 million in average time deposits and a $1.7 million increase in expense on the Company's average borrowings in the first nine months of 2023 compared to the same nine months in 2022. The increase in average time deposits for the nine month period ended September 30, 2023 compared to the same nine months in 2022 was partially offset by the decrease of all other average interest-bearing deposits of $39.0 million in the first nine months of 2023. The 165 basis points increase in the Company's average cost of interest-bearing liabilities for the nine month period ended September 30, 2023 exemplified the effect rising interest rates have on this competitive deposit market.
The resultant net interest margin for the first nine months of 2023 was 3.02%, a 16 basis points decrease compared to a net interest margin of 3.18% in the first nine months of 2022.
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
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or decrease. Changes attributable to both rate and volume have been allocated ratably. Tax-exempt securities have not been adjusted for tax equivalency.
Three months ended September 30,
Nine months ended September 30,
2023 vs. 2022
Increase/(Decrease) Due to
Increase
Volume
Rate
(Decrease)
Interest Income:
2,394
2,575
6,110
7,358
111
1,409
1,520
551
4,348
4,899
(731
887
(188
1,017
829
(40
218
Total interest income
(436
4,724
4,288
1,571
11,693
13,264
Interest Expense:
(57
96
81
(317
1,532
1,215
(95
3,649
3,554
(22
2,864
3,046
544
7,651
8,195
163
642
1,391
1,686
(92
5,100
5,008
689
13,039
13,728
Net change in net interest income
(344
(376
(720
882
(1,346
(464
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Provision for Credit Losses
We establish a provision for credit losses, which is charged to operations, at a level management believes is appropriate to absorb expected credit losses in the loan portfolio. In evaluating the level of the allowance for credit 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 credit losses represents management’s estimate of the amount necessary to maintain the allowance for credit losses at an adequate level.
The Company recorded $833,000 in provision for credit losses for the three month period ended September 30, 2023, as compared to $710,000 for the three month period ended September 30, 2022. The provisioning in the third quarter of 2023 and 2022 reflects management’s determination of the appropriate level of additions to reserves, the composition of the loan portfolio, changes in quantifiable econometric data statistically correlated to historical charge-off rates, subjective qualitative assessments of changes in a broad array of factors including changes to underwriting criteria, loan staffing and local market conditions. The $88,000 increase in provision for credit losses in the third quarter of 2023, as compared to the same period in 2022, primarily reflected management's decision to downgrade certain loans within two specifically-identified commercial real estate and commercial loan credit relationships with an aggregate outstanding balance of $11.5 million. The Bank's credit sensitive portfolios continue to be carefully monitored, and the Bank will consistently apply its loan classification and reserve building methodologies to the analysis of these portfolios. Please refer to the asset quality section below for a further discussion of asset quality as it relates to the allowance for credit losses.
There was an increase in the provision for credit losses in the first nine months of 2023 to $2.7 million, an increase of $1.8 million from the same nine months in 2022, which was $871,000. The Bank has two large credit relationships that are experiencing deterioration and are the primary impact of this provision, mitigating potential risk. The Lending Department, along with highly experienced specialists, are carefully managing these commercial relationships to the best possible outcome. We are currently working with the borrowers associated with these credit relationships on individual loan repayment plans and the liquidation of loan collateral, where appropriate.
The total PCL for the three and nine months ended September 30, 2023 was $833,000 and $710,000, respectively, of which $798,000 and $710,000 related to the Company's loan portfolio for the three and nine months ended September 30, 2023,
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respectively. The ACL related to loans was therefore $15.8 million at September 30, 2023. In addition, during the third quarter of 2023, the Company recorded modest PCL charges of $5,000 and $30,000 for reserves related to held-to-maturity securities and unfunded commitments, respectively.
The Company measures delinquency based on the amount of past due loans as a percentage of total loans. The ratio of delinquent loans to total loans increased to 3.2% at September 30, 2023 as compared to 2.9% at December 31, 2022. Delinquent loans (numerator) increased $2.7 million while total loan balances (denominator) decreased $2.3 million at September 30, 2023, as compared to December 31, 2022. The increase in past due loans was driven by a $7.3 million increase in loans delinquent 90 days and over past due at September 30, 2023, offset by a decrease of $4.6 million in loans delinquent 30-59 days, and a decrease of $68,000 in loans delinquent 60-89 days, offset by a as compared to December 31, 2022. The increase of $2.7 million primarily consisted of increases in commercial real estate, commercial lines of credit and commercial loans.
At September 30, 2023, there were $28.7 million in loans past due including $8.5 million in loans 30-59 days past due, $4.1 million in loans 60-89 days past due and $16.1 million in loans 90 or more days past due. At December 31, 2022, there were $26.0 million in loans past due including $13.0 million in loans 30-59 days past due, $4.3 million in loans 60-89 days past due and $8.7 million in loans 90 or more days past due.
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:
Change
2.7
4.2
5.8
5.7
33.8
-8.5
(158
-87.8
(184
-28.8
20.2
17.9
Other charges, commissions and fees
(45
-14.5
-23.8
Noninterest income before gains
1,204
1,312
(108
-8.2
3,837
4,067
(230
-5.7
Net gains (losses) on sales of securities, loans and foreclosed real estate
28
179
-118.5
243
(46
289
-628.3
0.0
(247
-633.3
2.8
-4.6
Third quarter noninterest income was $1.2 million, an increase of $32,000, or 2.8% compared to the same three month period in 2022. For the nine months ended September 30, 2023, noninterest income was $3.9 million, a decrease of $188,000, or 4.6%, compared to the same nine month period in 2022.
This modest increase for the third quarter of 2023 as compared to the prior year period was primarily attributable to a $185,000 increase in gains (losses) on sales and redemptions of investment securities, a $52,000 increase in insurance agency revenue, and a $25,000 increase in loan servicing fees. These increases were largely offset by a $158,000 decrease in debit card interchange fees. Noninterest income decreased $188,000 for the nine months ended September 30, 2023, when compared to the same nine month period in 2022. This decrease was primarily due to a $247,000 loss on marketable equity securities, and a $184,000 decrease in debit card interchange fees, partially offset by a $60,000 gain on sales and redemption of investment securities in the current nine months as compared to a $168,000 loss in the prior nine month period, and a $152,000 increase in insurance agency revenue.
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The decline in debit card income was due in part to the recognition of increased customer card rewards program redemption rates among the Bank’s active debit card users. During the third quarter of 2023, the Bank recognized a $73,000 nonrecurring reduction of debit card interchange income to increase its estimate of currently unused rewards that are likely to be redeemed by customers in future periods. This adjustment was made after a re-evaluation of recent customer reward program redemption patterns. Absent this one-time adjustment related to the rewards program, debit card interchange income would have declined by $85,000, or 47.2%, and $111,000, or 17.4%, for the three and nine months ended September 30, 2023, respectively, compared to the same three and nine month periods in 2022. The $85,000 quarterly decline in debit card interchange income, not due to the one-time rewards program revenue adjustment, discussed above, was primarily due to changes in the number of debit card processor reporting cycles in the nine months ended September 30, 2023, as compared to the same nine month period in 2022, adjusted on a year-to-date basis in the third quarter of 2023. Debit card interchange income was also reduced by modest declines in consumer transactional deposit accounts and reduced consumer utilization of the Bank’s debit card offerings.
Noninterest Expense
The following table sets forth certain information on noninterest expense for the periods indicated:
-1.0
1.8
4.0
8.4
-0.4
(33
-2.1
225
84.3
37.7
(55
-27.6
(105
-16.9
37.0
9.4
12.8
12.3
19.2
130
18.9
-5.2
-21.8
158.8
33.3
11.9
(232
-12.3
Total noninterest expenses
386
5.3
686
3.2
Total noninterest expense for the third quarter of 2023 was $7.7 million, an increase of $386,000, or 5.3%, compared to the same three month period in 2022. This increase in noninterest expenses was attributable to several factors, including the persistent inflation rate. Additionally, our strategic opening of the Bank's eleventh full-service branch in November 2022, contributed to this quarterly year-over-year increase.
The primary driver of this year-over-year quarterly increase in noninterest expenses was an increase of $225,000 or 84.3%, in professional and other services expense. Absent that increase, noninterest expenses increased $161,000, or 2.3%, in the quarter ended September 30, 2023, as compared to the same quarter in 2022. The increase in professional and other services expense was primarily the result of a $154,000 increase in third-party software service costs, related in part to the Company's continuing efforts to increase process automation, and a $61,000 increase in non-recurring consulting fees.
In the nine months ended September 30, 2023, the Company reported noninterest expenses totaling $22.4 million, which marked an increase of $686,000, or 3.2%, in comparison to the same period in 2022. The primary driver of this year-over-year nine month increase in noninterest expenses was an increase of $419,000 or 37.7%, in professional and other services expense. Absent that increase, noninterest expenses increased $267,000, or 1.3%, in the nine months ended September 30, 2023, as compared to the same nine month period in 2022. This increase in professional and other services expense in the nine months ended September 30, 2023, as compared to the same nine month period in 2022, was primarily the result of a $282,000 increase in third-party software service costs, related in part to the Company's continuing efforts to increase process automation, a $113,000 increase in non-recurring legal fees, and a $50,000 increase in non-recurring consulting fees.
The moderate increase in noninterest expenses in the first nine months of 2023, when contrasted with the corresponding period in 2022, underscores the Company's robust expense management strategies. These practices have proven effective,
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even in the face of a fluctuating economic landscape marked by inflationary pressures, particularly within the labor market. Our unwavering commitment to striking a balance between competitive employee compensation and prudent expense management has enabled us to navigate the challenges of rising labor costs. Our strategic financial approach prioritizes both sustained profitability and investment in our workforce, thereby enhancing customer service and strengthening our position in the market.
There were also noteworthy changes in building and occupancy costs for the three and nine month periods ended September 30, 2023. During the third quarter of 2023, these costs increased by $33,000, representing a 4.0% rise, reaching a total of $868,000. Over the first nine months of 2023, we observed a more substantial increase of $208,000, or 8.4%, to $2.7 million. These increases were primarily driven by expenses related to the opening of our newest full-service branch and secondarily related to increases in general maintenance and other costs associated with operating facilities due to general inflationary factors.
Income Tax Expense
Income tax expense decreased $199,000 to $573,000, with an effective tax rate of 20.7%, for the quarter ended September 30, 2023, as compared to $772,000 with an effective tax rate of 19.5% for the same three month period in 2022. The decrease in income tax expense for the quarter ended September 30, 2023, as compared to the same quarter in 2022, was primarily driven by a decrease of $1.2 million in income before taxes. The effective income tax rate increased 1.2% to 20.7% for the three months ended September 30, 2023 as compared to 19.5% for the same three month period in 2022. The increase in the tax rate in the third quarter of 2023, as compared to the same quarter in 2022, was primarily related to fluctuations in permanent tax differences.
Income tax expense decreased $501,000 to $1.8 million, with an effective tax rate of 20.6%, for the nine months ended September 30, 2023, as compared to $2.3 million with an effective tax rate of 19.3%, for the same nine month period in 2022. The decrease in income tax expense for the nine months ended September 30, 2023, as compared to the same nine month period in 2022, was primarily driven by the year-over-year decrease in income before taxes. The effective income tax rate increased 1.3% to 20.6% for the nine months ended September 30, 2023 as compared to 19.3% for the same nine month period in 2022. The increase in the tax rate for the nine months ended September 30, 2023, as compared to the same period in 2022, was primarily related to fluctuations in permanent tax differences and the reversal of a deferred tax asset valuation allowance during the nine months ended September 30, 2022.
The Company’s tax liability is a function of the 21% statutory federal tax rate, the level of pretax income, the varying effects of New York State income taxes, and is partially reduced by tax-exempt income from specific types of investment securities and loans, bank owned life insurance, and, to a much lesser degree, the utilization of low income housing tax credits. In addition, the tax effects of certain incentive stock option activity may reduce the Company’s effective tax rate on a sporadic basis.
Earnings per Share
Basic and diluted earnings per Voting and Series A Non-Voting share were $0.35 per share for the third quarter of 2023, as compared to $0.52 per basic and diluted Voting and Series A Non-Voting share for the same quarter of 2022. Basic and diluted earnings per Voting and Series A Non-Voting share were $1.10 for the nine month period ended September 30, 2023, as compared to $1.55 for the same prior year period. The decrease in earnings per share between these two periods was due to the decrease in net income between these two time periods. Further information on earnings per share can be found in Note 3 of this Form 10-Q.
Changes in Financial Condition
Assets
Total assets slightly increased $728,000, or 0.05%, to $1.40 billion at September 30, 2023 as compared to December 31, 2022. This increase was due primarily to increases in investment securities.
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Loans totaled $896.1 million at September 30, 2023, a decrease of $1.6 million, or 0.18%, compared to $897.7 million at December 31, 2022. This was primarily due to decreases of $10.9 million in total consumer loans, and $7.7 million in total residential mortgage loans, offset by increases of $16.3 million in commercial loans. Investment securities, including investment in FHLB-NY stock, increased $7.3 million, or 1.9%, to $401.3 million at September 30, 2023, as compared to $394.0 million at December 31, 2022. This was due to an increase of $15.1 million in available-for-sale securities, and an increase of $1.2 million in marketable equity securities. The increase was offset by a decrease of $8.8 million in held-to-maturity securities, and a decrease of $158,000 in FHLB-NY stock
Liabilities
Total liabilities decreased $2.1 million, or 0.17%, to $1.29 billion at September 30, 2023 as compared to December 31, 2022. This decrease was due primarily to a decrease in borrowed funds balances from the FHLB-NY of $5.4 million, or 4.6%, to $110.6 million at September 30, 2023, from $116.0 million at December 31, 2022.
These decreases were slightly offset by a $2.4 million, or 0.22% increase in total deposits to $1.13 billion at September 30, 2023, as compared to December 31, 2022. This includes an increase of $11.4 million, or 1.2%, in interest-bearing deposits, offset by a decrease of $9.0 million, or 4.9%, in noninterest-bearing deposits.
Shareholders’ Equity
Shareholders' equity increased by $2.8 million, or 2.5%, from $111.0 million at December 31, 2022, to $113.8 million on September 30, 2023. This increase was primarily due to the Company’s recorded net income of $6.8 million, partially reduced by declared dividends to shareholders of $1.7 million.
Additionally, on January 1, 2023, the Company adopted the CECL methodology for computing its ACL and related provision for credit losses. This adoption resulted in the recognition of a one-time transitional adjustment that reduced the Company’s retained earnings by $2.1 million on that date. In total therefore, retained earnings increased by $3.0 million in the nine months ended September 30, 2023. Shareholders' equity was also affected due to an increase in accumulated other comprehensive loss of $1.2 million, offset primarily by an increase in all other components of shareholders' equity totaling $997,000.
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 September 30, 2023, 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 buffer is separate from the capital ratios required under the Prompt Corrective Actions (“PCA”) standards. In order to avoid these restrictions, the capital conservation buffer effectively increases the minimum levels of the following capital to risk-weighted assets ratios: (1) Core Capital, (2) Total Capital and (3) Common Equity. At September 30, 2023, the Bank exceeded all regulatory required minimum capital ratios, including the capital buffer requirements.
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Pathfinder Bank’s capital amounts and ratios as of the indicated dates are presented in the following table:
Actual
Minimum ForCapital AdequacyPurposes
Minimum To Be"Well-Capitalized"Under PromptCorrective Provisions
Minimum ForCapital Adequacy with Buffer
Amount
Ratio
As of September 30, 2023:
Total Core Capital (to Risk-Weighted Assets)
153,004
14.76
82,916
8.00
103,645
10.00
108,828
10.50
Tier 1 Capital (to Risk-Weighted Assets)
140,002
13.51
62,187
6.00
88,099
8.50
Tier 1 Common Equity (to Risk-Weighted Assets)
46,640
67,370
6.50
72,552
7.00
Tier 1 Capital (to Assets)
10.11
55,379
4.00
69,224
145,760
15.14
77,029
96,286
101,100
133,683
13.88
57,772
81,843
43,329
62,586
67,400
9.67
55,314
69,142
Non-GAAP Financial Measures
Regulation G, a rule adopted by the Securities and Exchange Commission (SEC), applies to certain SEC filings, including earnings releases, made by registered companies that contain “non-GAAP financial measures.” GAAP is generally accepted accounting principles in the United States of America. Under Regulation G, companies making public disclosures containing non-GAAP financial measures must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure (if a comparable GAAP measure exists) and a statement of the Company’s reasons for utilizing the non-GAAP financial measure as part of its financial disclosures. The SEC has exempted from the definition of “non-GAAP financial measures” certain commonly used financial measures that are not based on GAAP. When these exempted measures are included in public disclosures, supplemental information is not required. Financial institutions like the Company and its subsidiary bank are subject to an array of bank regulatory capital measures that are financial in nature but are not based on GAAP. The Company follows industry practice in disclosing its financial condition under these various regulatory capital measures, including period-end regulatory capital ratios for its subsidiary bank, in its periodic reports filed with the SEC. The Company provides, below, an explanation of the calculations, as supplemental information, for non-GAAP measures included in the consolidated annual financial statements. In addition, the Company provides a reconciliation of its subsidiary bank’s disclosed regulatory capital measures, below.
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Regulatory Capital Ratios (Bank only)
Total capital (to risk-weighted assets)
Total equity (GAAP)
131,270
126,148
(4,536
Intangible assets
(88
Addback: Accumulated other comprehensive income
13,356
12,172
Total Tier 1 Capital
Allowance for credit losses (subject to regulatory limits)
13,002
12,076
Total Tier 2 Capital
Total Tier 1 plus Tier 2 Capital (numerator)
145,759
Risk-weighted assets (denominator)
1,036,454
962,861
Total core capital to risk-weighted assets
Tier 1 capital (to risk-weighted assets)
Total Tier 1 capital (numerator)
Total capital to risk-weighted assets
Tier 1 capital (to adjusted assets)
Total average assets
1,389,099
1,387,480
Adjusted assets (denominator)
1,384,475
1,382,843
Total capital to adjusted assets
Tier 1 Common Equity (to risk-weighted assets)
Total Tier 1 Common Equity to risk-weighted assets
Loan and Asset Quality and Allowance for Credit Losses
The following table represents information concerning the aggregate amount of non-accrual loans at the indicated dates:
Nonaccrual loans:
Commercial and commercial real estate loans
8,201
1,576
Residential mortgage loans
10,625
Total nonperforming loans
Total nonperforming assets
16,362
9,236
10,846
Nonperforming loans to total loans
1.80
1.00
Nonperforming assets to total assets
1.17
0.66
0.78
Nonperforming assets include nonaccrual loans, including nonaccrual loans classified as troubled debt restructurings (“TDRs”) prior to January 1, 2023, and foreclosed real estate (‘‘FRE”). 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 at September 30, 2023, December 31, 2022 and September 30, 2022.
As indicated in the table above, nonperforming assets at September 30, 2023 were $16.4 million, and were $7.1 million higher than the $9.2 million reported at December 31, 2022 and $5.5 million higher than the reported $10.8 million at
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September 30, 2022. The increase in the nonperforming loan portfolio on September 30, 2023, as compared to December 31, 2022, was primarily the result of the placement of $11.5 million into nonaccrual status of certain loans within two large commercial real estate loan and commercial loan relationships. These relationships are under active resolution management at September 30, 2023.
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, 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 credit 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 credit losses on loans 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 credit losses was $15.8 million and $15.3 million at September 30, 2023 and December 31, 2022, respectively. The ratio of the allowance for credit losses to total loans was 1.8% as of September 30, 2023, as compared to 1.7% at December 31, 2022 and 1.6% at September 30, 2022. Management performs a quarterly evaluation of the allowance for credit losses based on quantitative and qualitative factors and has determined that the current level of the allowance for credit losses is adequate to absorb the losses in the loan portfolio as of September 30, 2023.
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, the 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 and broker opinion values are discounted due to the market’s perception of a reduced price of Bank-owned property and the Bank’s desire to sell the property more quickly 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 September 30, 2023 and December 31, 2022, the Company had $22.7 million and $20.2 million in loans, respectively, which were deemed to be impaired, having established specific reserves of $3.5 million and $4.8 million, respectively, on these loans. The $2.5 million increase in impaired loans between these two dates was primarily the result of the placement into nonaccrual status of loans within two large commercial loan and commercial real estate borrower relationships.
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 those loans being included in future impaired loan reporting. Potential problem loans totaled $43.1 million at September 30, 2023, an increase of $4.5 million, or 11.7%, as compared to $38.6 million at December 31, 2022. These loans have been internally classified as special mention, substandard, or doubtful, yet are not currently considered impaired.
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 sells residential mortgage loans and has infrequently sold participation interests in commercial loans. As is typical in the industry, the Bank makes certain representations and warranties to the buyers of these loans or loan participations. The Bank maintains a quality control program for closed loans and considers the risks and uncertainties associated with potential repurchase requirements to be minimal.
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The future performance of the Company’s loan portfolios with respect to credit losses will be highly dependent upon the course and duration, both nationally and within the Company’s market area, of the concentrations in the Company’s loan portfolio. Concentrations of loans within a portfolio that are made to a single borrower, to a related group of borrowers, or to a limited number of industries, are generally considered to be additional risk factors in estimating future credit losses. Therefore, the Company monitors all of its credit relationships to ensure that the total loan amounts extended to one borrower, or to a related group of borrowers, does not exceed the maximum permissible levels defined by applicable regulation or the Company’s generally more restrictive internal policy limits.
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 nine months of 2023, as indicated in the consolidated statement of cash flows, the Company reported net cash flow from operating activities of $7.0 million and net cash inflow of $13.9 million related to investing activities. The net cash flow from investing activities was generated principally by a $11.5 million increase in net investment activity, a $736,000 increase in net loan activity and an increase of $1.7 million in all other investing activities in aggregate. The Company reported net cash outflows from financing activities of $3.9 million, primarily due to a $4.8 million decrease in net borrowings, a $2.4 million increase in deposits, and an aggregate decrease of $1.5 million in net cash from all other financing sources, including dividends paid to common voting and non-voting shareholders and warrants of $1.7 million.
The Bank’s management monitors liquidity on a continuous basis through a broad range of internal programs and considers effective liquidity management to be one of its primary objectives. At September 30, 2023 the Bank had deposits of $1.13 billion, of which $307.8 million were nominally uninsured, as they were above the insurance limits established by the Federal Deposit Insurance Corporation (“FDIC”) on that date. Of the $307.8 million in nominally uninsured deposits at September 30, 2023, $62.1 million were insured through a long-standing reciprocal deposit program managed by a third-party entity. In addition, $80.3 million in municipal deposits are fully protected against principal loss by a collateral program whereby the Bank places high-quality securities with an independent custodian as collateral. Therefore, the Bank had $165.4 million in deposits, representing 15.0% of all deposits, that were considered to be uninsured at September 30, 2023.
The Company has a number of existing credit facilities available to it. At September 30, 2023, total credit available under the existing lines of credit was approximately $189.3 million at FHLBNY, the Federal Reserve Bank, and two other correspondent banks. At September 30, 2023, the Company had $110.6 million of the available lines of credit utilized on its existing lines of credit with the remainder of $78.7 million available.
In an effort to increase depositor confidence across the United States' banking system, the Federal Reserve Board, pursuant to section 13(3) of the Federal Reserve Act, authorized all 12 Reserve Banks to establish the Bank Term Funding Program ("BTFP") to make available additional funding to eligible depository institutions, such as the Bank, in order to help assure those institutions have the ability to meet the liquidity needs of all their depositors. The Bank is fully qualified for the BTFP at September 30, 2023 and the BTFP is an additional potential source of liquidity for the Bank until the date of the Program's termination. The BTFP may be accessed by the Bank if management determines that there is a potential or realized
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short-term liquidity requirement for which this facility should be used to support the Bank's operations. Management could also electively choose to use the facility in certain other circumstances to create other financial or operational benefits at the time that the BTFP line is accessed.
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 September 30, 2023, management reported to the Board of Directors that the Company is in compliance with its liquidity policy guidelines.
Off-Balance Sheet Arrangements
The Company is also a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. At September 30, 2023, the Company had $203.3 million in outstanding commitments to extend credit and standby letters of credit.
The Company's exposure to credit loss in the event of nonperformance related to off-balance sheet arrangements is proportional to the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Company records an allowance for credit losses on off-balance sheet credit exposures, unless such commitments are unconditionally cancelable, through the provision for credit losses expense. The allowance for credit losses on off-balance sheet credit exposures as of September 30, 2023 was $576,000 and is included in other liabilities on the Company's consolidated Statements of Condition.
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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 our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”) (the Company’s principal executive officer and principal financial officer), management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2023. The term “disclosure controls and procedures,” under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of September 30, 2023, our CEO and CFO concluded that our disclosure controls and procedures were effective as of that date.
As disclosed elsewhere within this document, during the first quarter of 2023 the Company adopted ASU 2016-13 and consequently, the CECL model for accounting for credit losses related to financial assets. The adoption of the model and the ongoing calculations under CECL involve significant complexity and management has engaged expert independent third parties to complete significant portions of the transition to CECL and to manage the ongoing processes involved in CECL calculations, documentation and reporting. In many cases, our disclosure controls and procedures have been modified significantly to accommodate the requirements of the CECL model and those controls require increased reliance on the services and expertise provided by the engaged independent parties. Management believes that these new disclosure controls are currently effective, and will be effective in the future, with respect to the calculation of the Company's allowance for credit losses. Other than the adoption of the CECL model, there were no changes made in our internal controls during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
At September 30, 2023, 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
Item 2 – Unregistered Sales of Equity Securities, and Use of Proceeds, and Issuer Purchases of Equity Securities
Period
Total Number of Shares Purchased (1)
Average Price PaidPer Share
Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
July 1, 2023 through July 31, 2023
74,292
August 1, 2023 through August 31, 2023
September 1, 2023 through September 30, 2023
Item 3 – Defaults Upon Senior Securities
None
Item 4 – Mine Safety Disclosures
Not applicable
Item 5 – Other Information
Item 6 – Exhibits
Exhibit No.
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
Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Income (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements tagged as blocks of text.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
(registrant)
November 14, 2023
/s/ James A. Dowd
James A. Dowd
President and Chief Executive Officer
/s/ Walter F. Rusnak
Walter F. Rusnak
Senior Vice President, Chief Financial Officer
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