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 March 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
(Exact Name of Company as Specified in its Charter)
Maryland
(State of Other Jurisdiction of Incorporation)
001-36695
(Commission File No.)
38-3941859
(I.R.S. Employer Identification No.)
214 West First Street
Oswego, NY 13126
(315) 343-0057
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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). Yes ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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 May 10, 2024, there were 4,719,788 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
7
Notes to Consolidated Financial Statements
9
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)
41
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
58
Item 4.
Controls and Procedures
PART II - OTHER INFORMATION
Legal Proceedings
59
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
60
SIGNATURES
Item 1 – Consolidated Financial Statements
Pathfinder Bancorp, Inc.
(Unaudited)
March 31,
December 31,
(In thousands, except share and per share data)
2024
2023
ASSETS:
Cash and due from banks
$
13,565
12,338
Interest-earning deposits
15,658
36,394
Total cash and cash equivalents
29,223
48,732
Available-for-sale securities, at fair value
279,012
258,716
Held-to-maturity securities, at amortized cost (fair value of $162,368 and $168,034, respectively)
172,648
179,286
Marketable equity securities, at fair value
3,342
3,206
Federal Home Loan Bank stock, at cost
7,031
8,748
Loans
891,531
897,207
Less: Allowance for credit losses
16,655
15,975
Loans receivable, net
874,876
881,232
Premises and equipment, net
18,332
18,441
Assets held-for-sale
3,042
Operating lease right-of-use assets
1,493
1,526
Finance lease right-of-use assets
4,038
4,073
Accrued interest receivable
7,170
7,286
Foreclosed real estate
82
151
Intangible assets, net
80
85
Goodwill
4,536
Bank owned life insurance
24,799
24,641
Other assets
23,968
22,097
Total assets
1,453,672
1,465,798
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Interest-bearing
969,692
949,898
Noninterest-bearing
176,421
170,169
Total deposits
1,146,113
1,120,067
Short-term borrowings
91,577
125,680
Long-term borrowings
45,869
49,919
Subordinated debt
29,961
29,914
Accrued interest payable
1,963
2,245
Operating lease liabilities
1,682
1,711
Finance lease liabilities
4,370
4,381
Other liabilities
9,505
11,625
Total liabilities
1,331,040
1,345,542
Shareholders' equity:
Voting common stock, par value $0.01; 25,000,000 authorized shares; 4,719,788 and 4,719,288 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
53,151
53,114
Retained earnings
77,558
76,060
Accumulated other comprehensive loss
(8,862
)
(9,605
Unearned ESOP shares
(90
(135
Total Pathfinder Bancorp, Inc. shareholders' equity
121,818
119,495
Noncontrolling interest
814
761
Total equity
122,632
120,256
Total liabilities and shareholders' equity
The accompanying notes are an integral part of the consolidated financial statements.
- 3 -
For the three months ended
(In thousands, except per share data)
March 31, 2024
March 31, 2023
Interest and dividend income:
Loans, including fees
12,268
10,658
Debt securities:
Taxable
5,607
3,747
Tax-exempt
508
455
Dividends
129
78
Federal funds sold and interest earning deposits
98
105
Total interest and dividend income
18,610
15,043
Interest expense:
Interest on deposits
7,411
4,037
Interest on short-term borrowings
1,114
372
Interest on long-term borrowings
194
Interest on subordinated debt
491
472
Total interest expense
9,210
5,075
Net interest income
9,400
9,968
Provision for credit losses:
710
692
Held-to-maturity securities
15
-
Unfunded commitments
1
Total provision for credit losses
726
Net interest income after provision for credit losses
8,674
9,276
Noninterest income:
Service charges on deposit accounts
309
267
Earnings and gain on bank owned life insurance
157
158
Loan servicing fees
88
72
Net realized (losses) gains on sales and redemptions of investment securities
(148
73
Net realized gains on sales of marketable equity securities
108
Gains on sales of loans and foreclosed real estate
18
25
Debit card interchange fees
119
321
Insurance agency revenue
397
420
Other charges, commissions & fees
689
256
Total noninterest income
1,737
1,592
Noninterest expense:
Salaries and employee benefits
4,329
4,183
Building and occupancy
816
852
Data processing
528
553
Professional and other services
562
536
Advertising
206
FDIC assessments
229
219
Audits and exams
170
159
Insurance agency expense
285
261
Community service activities
52
30
Foreclosed real estate expenses
Other expenses
605
511
Total noninterest expense
7,706
7,524
Income before provision for income taxes
2,705
3,344
Provision for income taxes
532
669
Net income attributable to noncontrolling interest and Pathfinder Bancorp, Inc.
2,173
2,675
Net income attributable to noncontrolling interest
53
76
Net income attributable to Pathfinder Bancorp Inc.
2,120
2,599
Voting Earnings per common share - basic and diluted
0.34
0.43
Series A Non-Voting Earnings per common share- basic and diluted
Dividends per common share (Voting and Series A Non-Voting)
0.10
0.09
- 4 -
(In thousands)
Net Income
Other Comprehensive Income (Loss)
Retirement Plans:
Retirement plan net gains recognized in plan expenses
37
55
Net unrealized gain on retirement plans
Unrealized holding gains on available-for-sale securities:
Unrealized holding gains (losses) arising during the period
302
(509
Reclassification adjustment for net losses included in net income
154
1,933
Net unrealized gains on available-for-sale securities
456
1,424
Derivatives and hedging activities:
513
(616
Net unrealized gains (losses) on derivatives and hedging activities
Other comprehensive income, before tax
1,006
863
Tax effect
(263
(225
Other comprehensive income, net of tax
743
638
Comprehensive income
2,916
3,313
Comprehensive income, attributable to noncontrolling interest
Comprehensive income attributable to Pathfinder Bancorp, Inc.
2,863
3,237
Tax Effect Allocated to Each Component of Other Comprehensive (Loss) Income
(10
(14
Unrealized holding (gains) losses on available-for-sale securities arising during the period
(79
133
Reclassification adjustment for net losses on available-for-sale securities included in net income
(40
(505
Unrealized (gains) losses on derivatives and hedging arising during the period
(134
161
Income tax effect related to other comprehensive income
- 5 -
Three months ended March 31, 2024 and March 31, 2023
Common Stock
Non-Voting Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Non-controlling Interest
Total
Balance, January 1, 2024
Net income
Other comprehensive income net of tax
ESOP shares earned (6,111 shares)
32
45
77
Stock options exercised
Common stock dividends declared ($0.10 per share)
(471
Non-Voting common stock dividends declared ($0.10 per share)
(138
Warrant dividends declared ($0.10 per share)
(13
Balance, March 31, 2024
Balance, January 1, 2023
52,101
71,322
(12,172
(315
585
111,582
70
115
Stock based compensation
36
Common stock dividends declared ($0.09 per share)
(416
Non-Voting common stock dividends declared ($0.09 per share)
(124
Warrant dividends declared ($0.09 per share)
(11
Adoption of ASU 2016-13 Current Expected Credit Losses
(2,134
Balance, March 31, 2023
52,207
71,236
(11,534
(270
661
112,361
- 6 -
For the three months ended March 31,
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
1,042
962
Originations of loans held-for-sale
(1,024
(918
Realized (gains) losses on sales, redemptions and calls of:
(18
(25
Available-for-sale investment securities
143
370
Held-to-maturity investment securities
Marketable securities
(108
Depreciation
339
355
Amortization of mortgage servicing rights
Amortization of deferred loan fees and costs
(105
(74
Amortization of operating leases
28
Amortization of deferred financing from subordinated debt
44
Earnings on bank owned life insurance
(157
(158
Net amortization of premiums and discounts on investment securities
22
769
Amortization of intangible assets
Stock based compensation and ESOP expense
Net change in accrued interest receivable
116
543
Net change in other assets and liabilities
(2,740
708
Net cash inflows from operating activities
504
6,044
INVESTING ACTIVITIES
Purchase of available-for-sale securities
(40,740
(12,882
Purchase of held-to-maturity securities
(3,014
(8,999
Purchase of marketable securities
(28
(264
Purchase of Federal Home Loan Bank stock
(2,896
(2,637
Proceeds from redemption of Federal Home Loan Bank stock
4,613
3,393
Proceeds from maturities and principal reductions of available-for-sale securities
16,029
2,341
Proceeds from maturities and principal reductions of held-to-maturity securities
8,929
Proceeds from sales, redemptions and calls of:
Available-for-sale securities
3,434
17,396
696
39
Real estate acquired through foreclosure
68
Net change in loans
5,735
(10,468
Purchase of premises and equipment
(230
(168
Net cash outflows from investing activities
(7,404
(10,567
- 7 -
FINANCING ACTIVITIES
Net change in demand deposits, NOW accounts, savings accounts, money management deposit accounts, MMDA accounts and escrow deposits
6,271
(16,091
Net change in time deposits
23,657
37,991
Net change in brokered deposits
(3,882
(3,068
Net change in short-term borrowings
(34,103
(16,797
Payments on long-term borrowings
(4,050
(2,700
Proceeds from long-term borrowings
Proceeds from exercise of stock options
Cash dividends paid to common voting shareholders
(424
(419
Cash dividends paid to common non-voting shareholders
Cash dividends paid on warrants
(12
Change in noncontrolling interest, net
Net cash (outflows) inflows from financing activities
(12,609
1,562
Change in cash and cash equivalents
(19,509
(2,961
Cash and cash equivalents at beginning of period
35,282
Cash and cash equivalents at end of period
32,321
CASH PAID DURING THE PERIOD FOR:
Interest
9,492
493
Income taxes
RESTRICTED CASH
Collateral deposits for hedge position included in cash and due from banks
1,600
- 8 -
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 2023 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 months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024 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 consolidated financial statements; accordingly, as this information changes, the consolidated 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 wholly owned 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.
- 9 -
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 March 31, 2024
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.
Income taxes (Topic 740): Improvements to Income Tax Disclosures 2023-09
Amendments to ASC740 are being made to enhance the transparency and decision usefulness of income tax disclosures. The enhancements are made to provide information to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The objective of these disclosure requirements is for an entity, particularly an entity operating in multiple jurisdictions, to disclose sufficient information to enable users of financial statements to understand the nature and magnitude of factors contributing to the difference between the effective tax rate and the statutory tax rate.
Public business entities are required to apply this guidance to annual periods beginning after December 15, 2024.
- 10 -
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 months ended March 31, 2024, and March 31, 2023, respectively.
The following table sets forth the calculation of basic and diluted earnings per share.
Three months ended
Series A Non-Voting Common Stock dividends
138
124
Warrant dividends
13
11
Undistributed earnings allocated to participating securities
363
Net income available to common shareholders-Voting
1,606
1,960
Voting Common Stock dividends
471
416
1,165
1,586
Net income available to common shareholders-Series A Non-Voting
586
Basic and diluted weighted average common shares outstanding-Voting
4,701
4,609
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
- 11 -
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
92,121
672
(3,645
89,148
State and political subdivisions
30,270
(1,519
28,908
Corporate
10,993
255
(358
10,890
Asset backed securities
19,661
21
(212
19,470
Residential mortgage-backed - US agency
32,761
50
(1,069
31,742
Collateralized mortgage obligations - US agency
13,958
(993
13,009
Collateralized mortgage obligations - Private label
88,827
100
(3,288
85,639
288,591
1,299
(11,084
278,806
Equity investment securities:
Common stock - financial services industry
Total available-for-sale
288,797
Held-to-Maturity Portfolio
3,698
(313
3,385
17,011
10
(1,888
15,133
44,418
33
(2,934
41,517
17,091
(943
16,148
6,915
(693
6,240
12,986
(1,360
11,626
70,896
136
(2,713
68,319
173,015
197
(10,844
162,368
367
Total held-to-maturity
- 12 -
December 31, 2023
82,588
754
(3,259
80,083
34,588
145
(1,809
32,924
11,008
276
(365
10,919
20,251
(359
19,892
25,446
57
(1,085
24,418
13,058
(995
12,179
81,812
128
(3,845
78,095
268,751
1,476
(11,717
258,510
268,957
3,760
(304
3,456
16,576
(1,874
14,730
45,427
(3,281
42,155
16,860
(1,180
15,680
6,974
(665
6,324
13,221
(1,293
11,928
76,819
120
(3,178
73,761
179,637
172
(11,775
168,034
351
The amortized cost and estimated fair value of debt investments at March 31, 2024 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
16,463
16,663
1,922
1,904
Due after one year through five years
9,001
8,532
20,500
20,012
Due after five years through ten years
44,936
41,728
41,877
38,211
Due after ten years
82,645
81,493
17,919
16,056
Sub-total
153,045
148,416
82,218
76,183
Totals
- 13 -
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
(53
10,680
(3,592
29,325
12
40,005
19
23,437
3,354
(7
969
8
(205
13,480
14,449
(114
7,776
(955
14,756
22,532
(5
1,271
(988
7,794
9,065
(220
23,903
29
35,192
42
59,095
26
(399
44,599
89
(10,685
127,338
171,937
2
(2
787
(1,886
13,214
20
14,001
33,310
10,748
4,885
40
56,175
122
(10,842
133,343
134,130
5,990
(3,246
25,794
31,784
26,432
4,351
(65
5,907
(294
13,985
2,477
(1,071
14,931
16
17,408
8,123
(274
18,067
(3,571
46,483
43
64,550
17
(366
32,441
97
(11,351
140,099
114
172,540
US Treasury, agencies and GSE's
575
(1,872
12,718
13,293
(61
439
(3,220
33,532
33,971
(8
2,877
(1,172
10,652
13,529
4,942
(38
5,827
(3,140
60,260
66,087
(109
9,718
123
(11,666
137,488
134
147,206
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),
- 14 -
(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’ credit 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 $288.8 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $10.7 million, or -3.7%, at March 31, 2024. The AFS securities portfolio, with an aggregate amortized historical cost of $268.8 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $11.7 million, or -4.4%, at December 31, 2023. The resultant $1.0 million total improvement in the fair value of the AFS investment portfolio's aggregate fair value relative to its aggregate amortized historical cost, in the three months ended March 31, 2024, 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 three months ended March 31, 2024 did not represent any changes in credit loss estimations within the portfolio.
The portion of the investment securities portfolio, categorized as HTM, with an aggregate amortized historical cost of $172.6 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $10.8 million, or -6.3%, at March 31, 2024. The portion of the investment securities portfolio, categorized as HTM, with an aggregate amortized historical cost of $179.3 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $11.8 million, or -6.6%, at December 31, 2023. The resultant $1.0 million reduction in the aggregate fair value of the HTM investment portfolio, relative to its aggregate amortized historical cost, during the three months ended March 31, 2024, 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 three months ended March 31, 2024 did not represent any changes in credit loss estimations within the portfolio. The Company does not intend to sell these
- 15 -
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.
The following tables depicts a rollforward of the allowance for credit losses on investment securities classified as held-to-maturity for the three months ended March 31, 2024 and 2023:
Government Issued and Government Sponsored Enterprise Securities
Mortgage and Asset-backed Securities
Securities Issued By State and Political Subdivisions
Corporate Securities
Balance, December 31, 2023
350
352
Allowance on purchased financial assets with credit deterioration
Charge-offs of securities
Recoveries
365
Balance, December 31, 2022
Adjustment for the adoption of ASU 2016-13
409
450
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 tables summarizes the amortized cost of debt securities categorized as HTM at March 31, 2024 and December 31, 2023, aggregated by credit quality indicators:
AAA or equivalent
37,202
42,476
AA or equivalent, including securities issued by the United States Government or Government Sponsored Enterprises
46,308
49,479
A or equivalent
18,945
19,021
BBB or equivalent
18,549
16,304
BB or equivalent
984
983
Unrated
51,027
51,374
- 16 -
Gross realized (losses) gains on sales and redemptions of available-for-sale and held-to-maturity securities for the indicated periods are detailed below:
For the three months
ended March 31,
Realized gains on investments
734
2,021
Realized losses on investments
(882
(1,948
As of March 31, 2024 and December 31, 2023, securities with a fair value of $155.2 million and $110.3 million, respectively, were pledged to collateralize certain municipal deposit relationships. As of the same dates, securities with a fair value of $97.6 million and $114.3 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
Service cost
Interest cost
139
140
Expected return on plan assets
(253
(241
Amortization of prior service credits
(1
Amortization of net losses
Net periodic benefit plan (benefit) cost
(44
The Company will evaluate the need for further contributions to the defined benefit pension plan during 2024. The prepaid pension asset of $7.6 million and $7.5 million as of March 31, 2024 and December 31, 2023 respectively, is recorded in other assets on the consolidated statements of condition.
- 17 -
Note 6: Loans
Major classifications of loans at the indicated dates are as follows:
Residential mortgage loans:
1-4 family first-lien residential mortgages
252,026
257,604
Construction
1,689
1,355
Loans held-for-sale
Total residential mortgage loans
253,715
258,959
Commercial loans:
Real estate
363,467
358,707
Lines of credit
67,416
72,069
Other commercial and industrial
91,178
89,803
Paycheck Protection Program loans
147
Tax exempt loans
3,374
3,430
Total commercial loans
525,582
524,167
Consumer loans:
Home equity and junior liens
35,723
34,858
Other consumer
77,106
79,797
Total consumer loans
112,829
114,655
Total loans
892,126
897,781
Net deferred loan fees
(595
(574
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.
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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 March 31, 2024 and December 31, 2023 (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
1,500
1-6 years
Home equity lines of credit (8/2019)
21,900
4,400
79
1-26 years
Unsecured consumer loan pool 2 (11/2019)
26,600
300
135
0-2 years
Residential real estate loans (12/2019)
4,300
282
17-25 years
Unsecured consumer loan pool 1 (12/2019)
5,400
900
1-3 years
Unsecured consumer installment loans pool 3 (12/2019)
10,300
400
132
0-9 years
75
Secured consumer installment loans pool 4 (12/2020)
14,500
10,000
(1,414
21-25 years
Unsecured consumer loans pool 5 (1/2021)
24,400
15,000
(388
630
7-22 years
Revolving commercial line of credit 1 (3/2021)
11,600
12,100
0-1 year
Secured consumer installment loans (11/2021)
21,300
17,700
(2,839
820
17-24 years
Unsecured consumer loans pool 6 (11/2021)
22,200
18,100
(2,212
520
7-24 years
169,300
84,800
(6,478
2,969
2-6 years
4,500
500
167
284
56
1,000
46
69
10,600
(1,252
499
15,600
(450
644
12,400
18,000
(2,923
821
Revolving commercial line of credit 2 (11/2021) paid in full at 12/11/23
10,500
18,200
(2,292
522
179,800
87,400
(6,504
3,093
At March 31, 2024 and December 31, 2023, the ACL related to these pools were $2.1 million, respectively. As of March 31, 2024 and December 31, 2023, residential mortgage loans with a carrying value of $118.1 million and $113.6 million,
- 19 -
respectively, have been pledged by the Company to the Federal Home Loan Bank of New York (“FHLBNY”) under a blanket collateral agreement to secure the Company’s line of credit and term borrowings.
Loan Origination / Risk Management
The Company’s lending policies and procedures are presented in Note 5 to the audited consolidated financial statements included in the 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 22, 2024 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
- 20 -
The following tables present the classes of the loan portfolio as of March 31, 2024, 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
2022
2021
2020
Prior
to term loans
Commercial Real Estate:
Pass
9,617
45,928
66,860
54,896
28,871
131,685
337,857
Special Mention
14,009
445
14,454
Substandard
2,988
2,338
739
4,532
11,097
Doubtful
Total Commercial Real Estate
48,916
81,369
57,234
29,610
136,721
Commercial Lines of Credit:
62,865
2,339
65,204
648
806
393
1,399
Total Commercial Lines of Credit
63,906
3,510
Other Commercial and Industrial:
4,586
24,278
15,331
5,799
5,090
22,466
4,357
81,907
2,204
233
2,496
1,124
929
740
2,547
5,370
1,405
Total Other Commercial and Industrial
27,917
16,455
6,961
5,889
25,013
Paycheck Protection Program Loans
Total Paycheck Protection Program Loans
Tax Exempt Loans
3,118
Total Tax Exempt Loans
- 21 -
1-4 family first-lien residential mortgages:
202
31,333
49,447
38,987
110,364
247,193
1,452
519
2,533
209
1,336
1,681
465
619
Total 1-4 family first-lien residential mortgages
51,035
39,912
112,684
Construction:
1,643
Total Construction
Home Equity and Junior Liens:
4,404
3,960
2,244
1,444
716
2,632
18,662
911
34,973
35
66
599
715
Total Home Equity and Junior Liens
1,510
2,688
19,281
920
Other Consumer:
1,767
64,726
3,703
2,957
1,302
2,578
77,033
62
Total Other Consumer
64,748
3,707
2,977
1,310
2,597
Net Deferred Loan Fees
(496
166
(83
(16
(246
Total Loans
20,126
164,315
135,188
119,634
77,719
282,575
87,544
4,430
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.
- 22 -
An aging analysis of past due loans, not including net deferred loan costs, segregated by portfolio segment and class of loans, as of March 31, 2024 and December 31, 2023, are detailed in the following tables:
As of March 31, 2024
30-59 Days
60-89 Days
90 Days
Past Due
and Over
Current
Receivable
2,801
1,775
5,069
246,957
248,646
16,078
577
6,548
23,203
340,264
1,541
102
958
2,601
64,815
6,356
583
6,799
13,738
77,440
23,975
1,262
14,305
39,542
486,040
83
183
272
35,451
523
548
3,389
4,460
72,646
606
554
3,572
4,732
108,097
27,382
2,309
19,652
49,343
842,783
As of December 31, 2023
1,462
2,269
1,770
5,501
252,103
253,458
5,385
196
5,053
10,634
348,073
180
924
1,104
70,965
5,347
322
6,340
12,009
77,794
10,912
518
12,317
23,747
500,420
210
192
431
34,427
383
2,948
4,315
75,482
1,194
412
3,140
4,746
109,909
13,568
3,199
17,227
33,994
863,787
- 23 -
As of March 31, 2024 and December 31, 2023, the amount of interest income recognized on nonaccrual loans and the cost basis of nonaccrual loans, for which there is no ACL, are detailed in the following tables. All loans greater than 90 days past due are classified as nonaccrual.
Nonaccrual Loans
Nonaccrual loans without related allowance for credit loss
Recognized interest income
1,728
3,838
93
3,485
7,416
131
1,537
1,668
Total nonaccrual loans
10,812
3,058
109
67
4,132
164
7,257
325
1,228
1,265
10,292
379
At March 31, 2024, the Bank's 176 nonperforming loans represented 2.2% of total loans, with an aggregate outstanding balance of $19.7 million, as compared to 150 loans with an aggregate outstanding balance of $17.2 million at December 31, 2023. This increase in nonaccrual balances of $2.5 million was primarily the result of the downgrade of one commercial real estate loan with a balance of $1.4 million, $900,000 in commercial and consumer loan relationships, and $200,000 in other loans in the aggregate. 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 March 31, 2024.
The measurement of individually evaluated 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 based on the fair value of the collateral, less costs to sell. The Company utilizes the Discounted Cash Flow (“DCF”) method for its pooled segment calculation. The DCF method implements a probability of default with loss given default and loss exposure at default
- 24 -
estimation. The probability of default and loss given default are applied to future cash flows that are adjusted to present value and these discounted expected losses become the Allowance for Credit Losses.
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 $726,000 in provision for credit losses ("PCL") for the three month period ended March 31, 2024, as compared to $692,000 for the three month period ended March 31, 2023.
There was a modest increase in provision for credit losses in the three months ended March 31, 2024, when compared to the same three month period in 2023. In addition, during the first quarter of 2024, the Company recorded modest PCL increases of $15,000 and $1,000 for reserves related to securities classified as held-to-maturity and unfunded commitments, respectively. The provision in the quarter ended March 31, 2024 was reflective of the qualitative factors used in determining the adequacy of the ACL and changes in the levels of delinquent and nonaccrual loans. The first quarter PCL reflects an addition to reserves considering loan growth and asset quality metrics.
The following table summarizes all activity related to the ACL from December 31, 2023 to March 31, 2024 and to the recorded PCL for the three months ended March 31, 2024 (in thousands):
Reserves as of December 31, 2023
Q1 2024 Charge-Offs
Q1 2024 Recoveries
Q1 2024 PCL
Reserves as of March 31, 2024
ACL - Loans
Specifically identified
3,716
3,816
Overdraft
364
Pooled - quantitative
6,203
(63
34
101
6,275
Pooled - qualitative
3,566
509
4,075
Purchased
2,126
Total ACL - Loans
(68
38
ACL - Held-To-Maturity
Other Liabilities - Unfunded Commitments
589
590
16,916
17,612
- 25 -
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 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 March 31, 2024
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
1,608
858
5,751
1,674
3,281
Charge-offs
Provisions (credits)
(56
810
(283
117
Ending balance
1,619
802
6,567
1,391
3,403
Ending balance: related to loans individually evaluated
1,057
725
1,710
Ending balance: related to loans collectively evaluated
1,481
5,510
666
1,693
Loans receivables:
Ending balance: individually evaluated
2,129
12,138
1,270
6,849
Ending balance: collectively evaluated
249,897
351,329
66,146
84,329
Home equity
Tax exempt
and junior liens
Consumer
657
2,145
107
662
2,209
146
3,846
516
2,139
12,809
23,171
35,008
77,036
868,955
- 26 -
For the three months ended March 31, 2023
714
5,881
3,990
2,944
Adoption of New Accounting Standard
1,396
(1,744
95
(36
(173
(269
1,045
(1,991
2,101
1,937
700
5,182
2,095
5,081
Ending balance: related to loans individually evaluated for impairment
63
530
1,301
1,712
Ending balance: related to loans collectively evaluated for impairment
1,874
4,652
794
3,369
260,199
2,933
350,175
81,704
84,553
Ending balance: individually evaluated for impairment
1,427
10,522
2,491
6,369
Ending balance: collectively evaluated for impairment
258,772
339,653
79,213
78,184
741
1,046
15,319
(97
1,242
1,886
(119
91
(98
723
2,135
17,869
3,763
566
13,405
4,200
34,096
93,197
911,249
21,525
33,380
889,724
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:
- 27 -
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.
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
1,556
2,605
1,139
Qualitative factors
(75
106
2,905
consumer
1,888
5,973
299
6,630
4,052
137
844
1,617
674
2,645
1,026
(66
184
2,137
621
458
1,817
5,842
190
307
6,589
3,544
Collateral Dependent Disclosures
The Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:
- 28 -
The following table details the amortized cost of collateral dependent loans at March 31, 2024 and December 31, 2023:
Commercial and industrial
8,019
7,788
Commercial real estate
11,643
11,814
Residential (1-4 family) first mortgages
1,158
699
Home equity loans and lines of credit
659
Consumer loans
81
21,577
20,981
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
March 31,2024
Number of properties
December 31,2023
At March 31, 2024 and December 31, 2023, the Company reported $1.8 million and $1.3 million, respectively, in real estate loans in the process of foreclosure.
Note 9: Guarantees
The Company does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Generally, all letters of credit, when issued have expiration dates within one year. The credit 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 March 31, 2024. 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.
- 29 -
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 $4.3 million as of March 31, 2024. 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 on indeterminate future dates as a consequence of the ultimate liquidation strategies employed by the managers of these portfolios.
The Company also holds two limited partnership investments managed by an unrelated third party with an aggregate fair market value of $3.3 million. The investments are funds comprised of marketable equity securities, primarily issued by community banks and financial technology companies. These investments are recorded at fair value at the end of each reporting period using Level 1 valuation techniques. Unrealized changes in the fair value of these investments are recorded as components of periodic net income in the period in which the changes occur.
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.
Individually evaluated loans: Specifically-identified 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
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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. Specifically-identified 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 specifically-identified loans if the value of such loans is deemed to be less than the unpaid balance.
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
6,598
274,514
Other Securities:
Corporate issuances measured at NAV
4,292
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)
6,544
Interest rate swap derivative cash flow hedges (unrealized gain carried as receivable from derivative counterparties)
556
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6,576
254,167
4,343
5,160
Pathfinder Bank had the following assets measured at fair value on a nonrecurring basis as of March 31, 2024 and December 31, 2023:
Individually evaluated loans
6,669
9,722
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 March 31, 2024
Appraisal of collateral
Discounted Cash Flow
10% - 75% (24%)
Costs to Sell
21% - 24% (22%)
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At December 31, 2023
10% - 75% (21%)
There have been no transfers of assets into or out of any fair value measurement level during the three months ended March 31, 2024 or 2023.
Required disclosures include fair value information of financial instruments, whether or not recognized in the consolidated statements 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 limitations 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 individually evaluated loans, is classified within Level 3 of the fair value hierarchy.
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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
819,350
823,052
Interest rate derivative cash flow hedge receivable/(payable)
Interest rate derivative fair value hedges receivable - AFS investments
3,509
3,113
Interest rate derivative fair value hedges receivable - loans
3,035
2,047
1,477
Financial liabilities:
Demand Deposits, Savings, NOW and MMDA
613,495
607,301
Time Deposits
532,618
536,928
512,766
517,514
Borrowings
137,446
136,062
175,599
174,071
28,171
28,026
Note 11: Interest Rate Derivatives
The Company is exposed to certain risks relate to both its business operations and changes in economic conditions. As part of managing interest rate risk, the Company periodically enters into standardized interest rate derivative contracts (designated as hedging agreements) to modify the repricing characteristics of certain portions of the Company’s earning assets and interest-bearing liabilities portfolios. 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 recorded at fair value as other assets or liabilities. The Company had no material derivative contracts not designated as hedging agreements at March 31, 2024 or December 31, 2023.
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As a result of interest rate fluctuations, fixed-rate interest-earning assets and interest-bearing liabilities will appreciate or depreciate in fair value. When effectively hedged, this fair value appreciation or depreciation will generally be offset by substantially identical changes in the fair value of derivative instruments that are linked to the hedged assets and liabilities. This strategy is referred to as fair value hedging and the derivative instruments employed in this strategy are therefore designated as fair value hedges. In a fair value hedge, the fair value of the derivative (the interest rate hedging agreement) is recorded in the Company’s consolidated balance sheet with the corresponding gain or loss recognized as an adjustment to the carrying balance of the hedged asset or liability. Changes in the correlation between the hedging instrument and the hedged asset or liability that give rise to differences between the changes in the fair value of the interest rate hedging agreements and the hedged items represents hedge ineffectiveness and are recorded as adjustments to the interest income or interest expense of the respective hedged instrument. In the case of pay-fixed or receive-fixed interest rate swap agreements, designated as fair value hedges, the periodic difference in the net cash flows due to (due from) the Company from (to) a counterparty are recorded in current period earnings as adjustments to the interest income or interest expense of the respective hedged asset or liability.
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 cash flow hedging and the derivative instruments employed in these strategies are therefore designated as cash flow hedges. In a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings. In the case of pay-fixed or receive-fixed interest rate swap agreements, designated as cash flow hedges, the periodic difference in the net cash flows due to (due from) the Company from (to) a counterparty are recorded in current period earnings as adjustments to the interest income or interest expense of the respective hedged asset or liability.
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. The Company had no interest rate cap or floor contracts in place at March 31, 2024 or December 31, 2023.
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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 instrument's 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 March 31, 2024 and December 31, 2023:
Carrying Amount of the Hedged Assets at March 31, 2024
Cumulative Amount of Fair Value Hedging Adjustment Subtracted from Carrying Amount of the Hedged Assets at March 31, 2024
Hedge-Adjusted Carrying Amount of the Hedged Assets at December 31, 2023
Cumulative Amount of Fair Value Hedging Adjustment Subtracted from Carrying Amount of the Hedged Assets at December 31, 2023
Line item on the balance sheet in which the hedged item is included:
Available-for-sale securities (1)
88,352
95,887
Loans receivable (2)
149,725
156,836
620
The Company's hedging contracts accounted for as fair value hedges, increased the yield on investment securities and loans by 0.29% and 0.28%, respectively, in the three months ended March 31, 2024. The hedging contracts noted above, accounted for as fair value hedges, increased the yield on investment securities and loans by 0.18% and 0.09%, respectively, in the three months ended March 31, 2023.
The following tables summarize the net effects of the Company's fair value and cash flow hedges for the three months ended March 31, 2024 and March 31, 2023, respectively:
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Fair Value Hedges
Three Months Ended March 31, 2024
Hedge Category
Average Notional Balance
Period Ending Notional Balance
Net Cash Received (Paid) Recorded In Net Income
Fair Value Receivable at Period End
Investments
87,500
83,519
632
138,903
137,850
628
226,403
221,369
1,260
Three Months Ended March 31, 2023
Ending Notional Balance
57,028
52,120
340
5,237
20,700
205
1,178
77,728
72,820
545
6,415
Cash Flow Hedges
Borrowed Funds
40,000
Fair Value Payable at Period End
53,333
70,000
336
(99
The following table shows the pre-tax gains of the Company’s derivatives designated as cash flow hedges in AOCI at March 31, 2024 and December 31, 2023:
Cash flow hedges:
Fair market value adjustment interest rate swap
Total gain in comprehensive income
The amounts of hedge ineffectiveness, recognized at March 31, 2024 and December 31, 2023 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. 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,
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collateral or settlement provisions, the Company believes that the credit risk inherent in these contracts was not material at March 31, 2024.
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
Beginning balance
(2,073
(7,564
Other comprehensive income before reclassifications
223
602
Amounts reclassified from AOCI
27
141
(2,046
(7,227
411
(2,427
(10,127
382
Other comprehensive (loss) income before reclassifications
(376
(455
(831
1,428
1,469
(2,386
(9,075
(73
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)
(37
(55
(27
(41
Realized losses on sale of securities
Net gains on sales and redemptions of investment securities
(154
(1,933
505
(1,428
See Note 5 for additional information.
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Note 13: Noninterest Income
The Company has included the following table regarding the Company’s noninterest income for the periods presented.
Insufficient funds fees
179
144
Deposit related fees
ATM fees
Total service charges on deposit accounts
Fee Income
Investment services revenue
142
ATM fees surcharge
48
Banking house rents collected
Total fee income
651
Card income
Merchant card fees
Total card income
332
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
1,190
1,347
Earnings and gains on bank owned life insurance
Net (losses) gains on sale and redemption of available-for-sale and held-to-maturity securities
Net realized gains on marketable equity securities
Non-recurring gain on lease renegotiations
245
Other miscellaneous income
185
The following is a discussion of key revenues within the scope of ASC 606 guidance:
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In addition to the revenue items discussed above, the Company recognized a non-recurring gain of $245,000 related to refunds received from cumulative lessor related pass-through operating expense charges for a single leased branch location.
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
49
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 for operating leases
54
Operating cash flows for finance leases
Financing cash flows for finance leases
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
17.17 years
17.22 years
Finance Leases
27.09 years
27.35 years
Weighted Average Discount Rate:
3.89
%
3.88
9.40
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Maturities of lease liabilities are as follows:
Twelve Months Ending March 31,
2025
2026
2027
168
2028
177
2029
Thereafter
5,258
Total minimum lease payments
6,052
The Company owns certain properties that it leases to unaffiliated third parties at market rates. Lease rental income was $55,000 and $48,000 for the three months ended March 31, 2024 and 2023, 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 March 31, 2024 or December 31, 2023.
The following represents the activity associated with loans to related parties during the three months ended March 31, 2024 and the year ended December 31, 2023:
Balance at the beginning of the year
32,742
32,531
Originations and related party additions
600
4,360
Principal payments and related party removals
(1,598
(4,149
Balance at the end of the period
31,744
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 March 31, 2024, the Company and subsidiaries had total consolidated assets of $1.45 billion, total consolidated liabilities of $1.33 billion and shareholders' equity of $121.8 million, plus noncontrolling interest of $814,000, which represents the 49% of FitzGibbons not owned by the Company.
The following discussion reviews the Company's financial condition at March 31, 2024 and the results of operations for the three month periods ended March 31, 2024 and 2023. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any other period.
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
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of Financial Condition and Results of Operations included in the 2023 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, 2023 and 2022 and for the two years then ended. Therefore, only material changes in financial condition and results of operations are discussed in the remainder of Item 2.
Statement Regarding Forward-Looking Statements
This report includes forward-looking statements within the meaning of Sections 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended, that involve inherent risks and uncertainties. These forward-looking statements concern the financial condition, results of operations, plans, objectives, future performance and business of Pathfinder Bancorp, Inc. and its subsidiary, including statements preceded by, followed by or that include words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” “remain,” “pattern” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) general economic conditions may be less favorable than expected; (2) competitive pressures among depository institutions may increase significantly; (3) changes in the interest rate environment may reduce interest margins; (4) loan origination and sale volumes, charge-offs and credit loss provisions may vary substantially from period to period; (5) the impact of a pandemic or other health crises and the government's response to such pandemic or crises on our operations as well as those of our customers and on the economy generally and in our market area specifically; (6) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (7) legislative or regulatory changes or actions may adversely affect the businesses in which Pathfinder Bancorp, Inc. is engaged; (8) changes and trends in the securities markets may adversely impact Pathfinder Bancorp, Inc.; (9) a delayed or incomplete resolution of regulatory issues could adversely impact our planning; (10) difficulties in integrating any businesses that we may acquire, including our proposed acquisition of the East Syracuse branch of Berkshire Bank, which may increase our expenses and delay the achievement of any benefits that we may expect from such acquisitions; (11) the impact of reputation risk created by the developments discussed above on such matters as business generation and retention, funding and liquidity could be significant; (12) our ability to prevent or mitigate fraudulent activity and cybersecurity threats; and (13) the outcome of any future regulatory and legal investigations and proceedings may not be anticipated.
Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Except as required by law, we disclaim 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 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
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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.
The ACL represents management's estimate of lifetime 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 individually evaluated 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 individually evaluated 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 individually evaluated.
The measurement of individually evaluated loans 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 lifetime incurred loss for each risk-rating category. The measurement of individually evaluated 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 based on the fair value of the collateral, less costs to sell. At March 31, 2024, the Bank’s position in individually evaluated loans consisted of 72 loans totaling $23.2 million. Of these loans, 17 loans, totaling $1.6 million, were valued using the present value of future cash flows method; and 55 loans, totaling $21.6 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 lifetime 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 March 31, 2024, the Bank held $438.6 million in commercial real estate and commercial & industrial loans (collectively, commercial loans) representing 56.0% of the Bank’s entire loan portfolio. The Bank allocated $7.8 million to the ACL for these loans, including $4.0 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 $1.0 million, 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 March 31, 2024 in the final recorded estimation of the ACL on loans recognized on the Statements of Financial Condition.
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.
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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’ credit 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 and the underlying collateral value of individually evaluated 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, 2023 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 March 4, 2024, the Bank entered into a purchase and assumption agreement (the “Purchase Agreement”) with Berkshire Bank, the banking subsidiary of Berkshire Hills Bancorp, Inc. Under the Purchase Agreement, the Bank will acquire approximately $32 million in loans and one branch location (along with associated personal property and fixtures) and will
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assume approximately $198 million in deposits. With respect to loans, the Bank will pay an amount equal to the sum of 95% of the aggregate unpaid principal balances, measured as of the closing date, plus any accrued interest through closing on the loans. The Bank will pay a 5.8% premium on the aggregate amount of non-time deposits associated with the branch, measured as of the closing date (the “Core Deposits”), and will assume all non-Core Deposits associated with the branch, measured as of the closing date, at par value. The total deposit premium to be paid by the Bank equates to approximately 4.0% when applied to the aggregated Core Deposits and non-Core Deposits. The Bank will assume Berkshire Bank’s existing commercial lease for the real property associated with the branch (including anticipated annual lease payment costs of approximately $946,000). The transaction is expected to close by the end of the third quarter of 2024 and is subject to receipt of regulatory approvals and certain other customary closing conditions.
On April 1, 2024, the Company announced that its Board of Directors declared a cash dividend of $0.10 per share on the Company's voting common and non-voting common stock, and a cash dividend of $0.10 per notional share for the issued warrant relating to the fiscal quarter ended March 31, 2024. The dividends were payable to all shareholders of record on April 19, 2024 and were paid on May 10, 2024.
Overview and Results of Operations
The following represents the significant highlights of the Company’s operating results between the first quarter of 2024 and the first quarter of 2023.
The following reflects the significant changes in financial condition between March 31, 2024 and December 31, 2023. In addition, the following reflects significant changes in asset quality metrics between March 31, 2024 and March 31, 2023.
The Company recorded net income of $2.1 million for the three months ended March 31, 2024 compared to net income of $2.6 million for the three months ended March 31, 2023. The $479,000 decrease in net income was due primarily to a $4.1
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million increase in total interest expense, a $182,000 increase in noninterest expense, and a $34,000 increase in provision for credit losses. These quarter-over-quarter changes were partially offset by a $3.6 million increase in interest and dividend income, a $145,000 increase in total noninterest income, and a $137,000 decrease in provision for income taxes.
Net interest income before the provision for credit losses decreased $568,000, or 5.7%, to $9.4 million for the three months ended March 31, 2024, as compared to $10.0 million for the same three month period in 2023. The decrease in net interest income was due to a 138 basis points increase in the average cost of total interest-bearing liabilities in the first quarter of 2024, as compared to the same quarter in 2023, combined with a $50.4 million increase in the average balance of total interest-bearing liabilities. The increase in the average rates paid on interest-bearing liabilities in the first quarter of 2024, as compared to the same quarter in 2023, reflects the generally increased rates of interest for all financial instruments that has occurred 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. These increases resulted in an 88 basis points increase to 5.44% in total average interest-earning asset yield for the three months ended March 31, 2024 as compared to 4.56% for the same three month period of the previous year. The increase in the average yield received on interest-earning assets in the first quarter of 2024, as compared to the same quarter in 2023, 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 rates for certain adjustable-rate loans and securities in the rising interest rate environment that has occurred in 2023 and 2024.
The Company's noninterest income for the first quarter of 2024 amounted to $1.7 million, reflecting an increase of $145,000, compared to the same quarter of 2023. This increase was primarily attributable to a $20,000, or 1.3% net increase in recurring noninterest income, supplemented by a $125,000 aggregate increase in all other categories of noninterest income. Within the category of recurring noninterest income, quarter-over-quarter revenues increased $222,000, or 18.9%, excluding debit interchange fees. This increase was partially offset by a decrease in net debit card interchange fees of $202,000, or 62.9%. Debit card interchange income declined in the first quarter of 2024, as compared to the same quarter in 2023, as a result of reduced gross interchange revenues related to declining levels of consumer activity and increased rewards program expenses in the higher interest rate environment. Other charges, commissions and fees increased by $188,000, or 73.4%, in the quarter ended March 31, 2024, as compared to the same three month period in 2023, primarily as a result of New York State cumulative mortgage recording tax refunds in the amount of $141,000 and other miscellaneous fees.
The $125,000, or 127.6%, quarter-over-quarter increase in all other (nonrecurring) categories of noninterest income was primarily due to the recognition of a $245,000 refund received from cumulative lessor related pass-through operating expense charges for a leased branch location. This nonrecurring gain was partially offset by a $221,000 decline in gains recognized on the sale or early redemption of investment securities, which were a loss of $148,000 in the first quarter of 2024 as compared to a gain of $73,000 in the same quarter of the previous year. This reduction in the gains recorded related to the sale or early redemption of investment securities was partially offset by a $108,000 quarter-over-quarter increase in realized gains on marketable equity securities.
Total noninterest expense for the first quarter of 2024 was $7.7 million, an increase of $182,000, or 2.4%, compared to the same three month period in 2023. The increase was primarily a result of an increase of $146,000, or 3.5%, in salaries and employee benefits. The adjustments to salary structures and commissions, particularly tied to insurance and investment services, reflect the Bank's strategic efforts to enhance its competitive edge in the market and address the demands of an inflationary environment with respect to attracting and retaining employees. The remainder of the increase in noninterest expenses during the first quarter of 2024, as compared to the first quarter of 2023, totaling $36,000, or 1.0%, was distributed across various categories, reflecting the Bank's ongoing investments in operational efficiency and technology enhancements. These investments are critical to sustaining the Bank's agility and responsiveness to market conditions and customer needs.
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 ACL. For the three months ended March 31, 2024, $726,000 was recorded in PCL as compared to $692,000 in the same prior year three month period. The provision in the quarter ended March 31, 2024 was reflective of the qualitative factors used in determining the adequacy of the ACL and changes in the levels of delinquent and nonaccrual loans. The first quarter PCL reflects an addition to reserves considering loan growth and asset quality metrics. The
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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.
The total PCL for the three months ended March 31, 2024 was $726,000, of which $710,000 related to the Company's loan portfolio for the same three month period. In addition, during the first quarter of 2024, the Company recorded modest provisions of $15,000 and $1,000 for reserves related to held-to-maturity securities and unfunded commitments, respectively. The ACL related to loans was therefore $16.7 million at March 31, 2024.
In comparing the year-over-year first quarter periods, the Company’s return on average assets decreased 16 basis points to 0.59% 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 $62.7 million in the average balances of taxable investment securities in the first quarter of 2024, as compared to the same quarter of 2023.
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 table sets 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. Nonaccrual loans have been included in interest-earning assets for purposes of these calculations.
Average
Unaudited
Yield /
Balance
Interest-earning assets:
895,335
5.48
899,258
4.74
Taxable investment securities
431,114
5,736
5.32
368,437
3,825
4.15
Tax-exempt investment securities
29,171
6.97
36,480
4.99
Fed funds sold and interest-earning deposits
13,873
2.83
14,163
2.97
Total interest-earning assets
1,369,493
5.44
1,318,338
4.56
Noninterest-earning assets:
94,677
101,194
Allowance for credit losses
(16,081
(17,061
Net unrealized losses on available-for-sale securities
(11,187
(12,529
1,436,902
1,389,942
Interest-bearing liabilities:
NOW accounts
99,688
263
1.06
97,796
0.37
Money management accounts
11,653
15,300
MMDA accounts
213,897
3.61
261,594
1,275
1.95
Savings and club accounts
112,719
0.26
133,532
64
0.19
Time deposits
524,368
5,139
3.92
454,980
2,603
2.29
29,930
6.56
29,748
6.35
137,882
1,308
3.79
86,761
2.61
Total interest-bearing liabilities
1,130,137
3.26
1,079,711
1.88
Noninterest-bearing liabilities:
Demand deposits
169,748
180,845
15,986
16,403
1,315,871
1,276,959
Shareholders' equity
121,031
112,983
Total liabilities & shareholders' equity
Net interest rate spread
2.18
2.68
Net interest margin
2.75
3.02
Ratio of average interest-earning assets to average interest-bearing liabilities
121.18
122.10
In the first quarter of 2024, net interest income, before provision for credit losses, for the Company decreased by $568,000 or 5.7%, to $9.4 million compared to $10.0 million for the same quarter in 2023. This decrease was due principally to a 138 basis points increase on the average cost of interest-bearing liabilities, partially offset by an increase of 88 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 $51.2 million, or 3.9%. The positive effect of this increase on the average balance of interest-earning assets was offset by an increase of $50.4 million, or 4.7%, in average interest-bearing liabilities. In total, net interest margin decreased 27 basis points to 2.75% for the three months ended March 31, 2024 as compared to the same prior year period.
Interest and dividend income increased by $3.6 million, or 23.7%, to $18.6 million for the three months ended March 31, 2024 compared to $15.0 million for the same three month period in 2023. The increase in interest and dividend income between comparable quarters was a result of a $1.6 million increase in loan interest income, and a $1.9 million increase in interest income derived from investment securities. The positive effect on interest income was the result of a 74 basis points increase in the average loan yield, and a 120 basis points increase in the average yield on investment securities, and a $55.4 million increase in the average outstanding balance of investment securities, partially offset by a $3.9 million decrease in the average outstanding balance of loans. The increase in the average yield received on interest-earning assets in the first
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quarter of 2024, as compared to the same quarter in 2023, 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 rates for certain adjustable-rate loans and securities in the rising interest rate environment that has occurred in 2023 and 2024.
Interest expense for the three months ended March 31, 2024 increased by $4.1 million to $9.2 million when compared to the same prior year period due primarily to an increase in interest expense on time deposits and the Company's borrowings. Interest expense increased due to a 138 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 $50.4 million. The increase in the quarterly interest expense was primarily a result of the increase in the average cost of deposits resulting from the rapidly rising interest rate environment and increased competition. The deposit mix continued to shift towards higher rate deposits resulting in a $69.4 million increase in average time deposit balances, partially offset by a decrease of $877,000 in the average balance of all other types of interest-bearing deposits. In addition, the Company increased its average borrowings by $50.4 million to increase balance sheet liquidity to fund loans and the purchase of investment securities.
Rate/Volume Analysis
Net interest income can also be analyzed in terms of the impact of changing interest rates on interest-earning assets and interest-bearing liabilities and changes in the volume or amount of these assets and liabilities. The following table represents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volume (change in volume multiplied by prior rate); (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) total increase or decrease. Changes attributable to both rate and volume have been allocated ratably. Tax-exempt securities have not been adjusted for tax equivalency.
Three months ended March 31,
2024 vs. 2023
Increase/(Decrease) Due to
Increase
Volume
Rate
(Decrease)
Interest Income:
(318
1,928
1,610
720
1,191
1,911
(467
Total interest income
(67
3,634
3,567
Interest Expense:
(1,417
2,075
658
447
2,089
2,536
419
323
742
(600
4,735
4,135
Net change in net interest income
533
(1,101
(568
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Deposits
The Company’s deposit base is drawn from eleven full-service offices in its market area. The deposit base consists of demand deposits, money management and money market deposit accounts, savings, and time deposits. Total deposits increased by $20.7 million, or 1.8% from December 31, 2023. The increase in consumer and business deposits during the quarter ended March 31, 2024, reflected the Bank’s increased market penetration among both non-business and business customers. For the quarter ended March 31, 2024, 57.0% of the Company's deposit base of $1.1 billion consisted of core deposits. Core deposits, which exclude time deposits, are considered to be more stable and generally provide the Company with a lower cost of funds than time deposits. The Company will continue to emphasize retail and business core deposits in the future by providing depositors with a full range of deposit product offerings and will maintain its recent focus on deposit gathering within the Syracuse market.
A summary of deposits by category at March 31, 2024 and December 31, 2023 is as follows:
Savings accounts
111,465
134,880
Time accounts
179,279
314,109
Time accounts in excess of $250,000
313,338
71,696
11,676
16,107
215,101
270,326
Demand deposit interest-bearing
134,196
127,395
Demand deposit noninterest-bearing
176,434
183,711
Mortgage escrow funds
4,624
7,206
Total Deposits
1,125,430
In addition to deposits obtained from its business operations within its target market areas, the Bank also obtains brokered deposits through various programs administered by IntraFi Network and through other unaffiliated third-party financial institutions.
The following table sets forth our nonbrokered and brokered deposit activities in the periods indicated:
Nonbrokered
Brokered
113,543
174,864
202,706
377,570
Time accounts of $250,000 or more
114,514
198,824
95,272
12,364
224,707
94,196
79,321
119,321
7,121
907,289
238,824
877,361
242,706
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 lifetime 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 $726,000 in provision for credit losses for the three month period ended March 31, 2024, as compared to $692,000 for the three month period ended March 31, 2023. The provisioning in the first quarter of 2024 and 2023 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
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qualitative assessments of changes in a broad array of factors including changes to underwriting criteria, loan staffing and local market conditions. This represents a $34,000 increase in provision for credit losses in the first quarter of 2024, as compared to the same period in 2023. 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.
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 5.5% at March 31, 2024 as compared to 3.7% at December 31, 2023. Delinquent loans (numerator) increased $15.3 million while total loan balances (denominator) decreased $5.7 million at March 31, 2024, as compared to December 31, 2023. The increase in past due loans was driven by a $13.9 million increase in loans delinquent 30-59 days and over past due, and an increase of $2.4 million in loans delinquent 90 days and over at March 31, 2024, offset by a decrease of $890,000 in loans delinquent 60-89 days, as compared to December 31, 2023. The increase of $2.7 million primarily consisted of increases in commercial real estate, commercial lines of credit and commercial loans.
At March 31, 2023, there were $25.9 million in loans past due including $4.5 million in loans 30-59 days past due, $2.5 million in loans 60-89 days past due and $18.9 million in loans 90 or more days past due. At December 31, 2023, there were $34.3 million in loans past due including $13.6 million in loans 30-59 days past due, $3.2 million in loans 60-89 days past due and $17.2 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:
For the three months ended,
Change
15.7
-0.6
22.2
(202
-62.9
(23
-5.5
Other charges, commissions and fees
444
188
73.4
Noninterest income before gains
1,514
1,494
1.3
(Losses) gains on sales and redemptions of investment securities
(221
-302.7
Gain on sales of loans and foreclosed real estate
-28.0
100.0
Gains on marketable equity securities
9.1
First quarter noninterest income was $1.7 million, an increase of $145,000, or 9.1% compared to the same three month period in 2023.
This modest increase for the first quarter of 2024 was the result of a $20,000, or 1.3%, net increase in recurring noninterest income, supplemented by a $125,000 aggregate increase in all other categories of noninterest income. Within the category of recurring noninterest income, quarter-over-quarter revenues increased $222,000, or 18.9%, excluding debit interchange fees. This increase was partially offset by a decrease in net debit card interchange fees of $202,000, or 62.9%. Debit card interchange income declined in the first quarter of 2024, as compared to the same quarter in 2023, as a result of reduced gross interchange revenues related to declining levels of consumer activity and increased rewards program expenses in the higher interest rate environment.
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Other charges, commissions and fees increased by $188,000, or 73.4%, in the quarter ended March 31, 2024, as compared to the same three month period in 2023, primarily as a result of New York State cumulative mortgage recording tax refunds in the amount of $141,000 and other miscellaneous fees.
Noninterest Expense
The following table sets forth certain information on noninterest expense for the periods indicated:
3.5
-4.2
-4.5
4.9
(101
-49.0
4.6
6.9
24
9.2
73.3
78.6
94
18.4
Total noninterest expenses
182
2.4
Total noninterest expense for the first quarter of 2024 was $7.7 million, an increase of $182,000, or 2.4%, compared to the same three month period in 2023. This rise was driven primarily by a $146,000, or 3.5%, increase in salaries and employee benefits. The adjustments to salary structures and commissions, particularly tied to insurance and investment services, reflect the Bank's strategic efforts to enhance its competitive edge in the market and address the demands of an inflationary environment with respect to attracting and retaining employees.
The remainder of the increase in noninterest expenses during the first quarter of 2024, as compared to the first quarter of 2023, totaling $36,000, or 1.0%, was distributed across various categories, reflecting the Bank's ongoing investments in operational efficiency and technology enhancements. These investments are critical to sustaining the Bank's agility and responsiveness to market conditions and customer needs.
We anticipate further increases in personnel expenses as we continue to fill vacancies and make targeted compensation adjustments. These planned investments in our workforce are key to retaining top talent and ensuring the Bank's personnel are well-equipped to deliver exceptional service. Such strategic staffing enhancements are integral to maintaining our competitive position and achieving long-term success in the dynamic banking landscape.
Income Tax Expense
Income tax expense decreased $137,000 to $532,000, with an effective tax rate of 19.7%, for the quarter ended March 31, 2024, as compared to $669,000 with an effective tax rate of 20.0% for the same three month period in 2023. The decrease in income tax expense for the quarter ended March 31, 2024, as compared to the same quarter in 2023, was primarily driven by a decrease of $479,000 in income before taxes. The effective income tax rate decreased .03% to 19.7% for the three months ended March 31, 2024 as compared to 20.0% for the same three month period in 2023. The decrease in the tax rate
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in the first quarter of 2024, as compared to the same quarter in 2023, was primarily related to fluctuations in permanent tax differences.
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 $0.34 per share for the first quarter of 2024, as compared to $0.43 per basic and diluted Voting and Series A Non-Voting share for the same quarter of 2023. 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 the unaudited consolidated financial statements of this Form 10-Q.
Changes in Financial Condition
Assets
Total assets decreased $12.1 million, or 0.83%, to $1.45 billion at March 31, 2024 as compared to December 31, 2023. This decrease was due primarily to decreases in loans and total cash and cash equivalents.
Loans totaled $891.5 million at March 31, 2024, a decrease of $5.7 million, or 0.63%, compared to $897.2 million at December 31, 2023. This was primarily due to decreases of $5.3 million in total residential mortgage loans and $1.8 million in total consumer loans, partially offset by increases of $1.4 million in commercial loans. Total cash and cash equivalents totaled $29.2 million at March 31, 2024, a decrease of $19.5 million, or 40.0%, compared to $48.7 million at December 31, 2023. This was due to decreases of $20.7 million in interest-earning deposits, slightly offset by increases in cash and due from banks of $1.2 million.
Total decreases in assets were partially offset by an increase in investment securities, including investment in FHLB-NY stock, of $12.1 million, or 2.7%, to $462.0 million at March 31, 2024, as compared to December 31, 2023. This was due to increases of $20.3 million in available-for-sale securities and $136,000 in marketable equity securities, partially offset by decreases of $6.6 million in held-to-maturity securities and $1.7 million in FHLB-NY stock.
Liabilities
Total liabilities decreased $14.5 million, or 1.1%, to $1.33 billion at March 31, 2024 as compared to December 31, 2023. This decrease was due primarily to a decrease in borrowed funds balances from the FHLB-NY of $34.1 million, or 27.1%, to $91.6 million at March 31, 2024, from $125.7 million at December 31, 2023.
Total decreases in liabilities were slightly offset by a $26.0 million, or 2.3% increase in total deposits to $1.15 billion at March 31, 2024, as compared to December 31, 2023. This increase in deposits includes an increase of $19.8 million in interest-bearing deposits, and $6.3 million in noninterest-bearing deposits.
Shareholders’ Equity
Shareholders' equity increased by $2.3 million, or 1.9%, from $119.5 million at December 31, 2023, to $121.8 million on March 31, 2024. This increase was primarily due to the Company’s recorded net income of $2.1 million and a decrease in accumulated other comprehensive loss of $743,000, partially reduced by declared dividends to shareholders of $622,000.
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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 March 31, 2024, 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 March 31, 2024, the Bank exceeded all regulatory required minimum capital ratios, including the capital buffer requirements.
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 March 31, 2024:
Total Core Capital (to Risk-Weighted Assets)
158,149
15.65
80,856
8.00
101,070
10.00
106,123
10.50
Tier 1 Capital (to Risk-Weighted Assets)
145,454
14.39
60,642
6.00
85,909
8.50
Tier 1 Common Equity (to Risk-Weighted Assets)
45,481
4.50
65,695
6.50
70,749
7.00
Tier 1 Capital (to Assets)
10.13
57,460
4.00
71,824
5.00
155,922
15.05
82,860
103,575
108,753
142,927
13.80
62,145
88,038
46,609
67,324
72,502
10.11
56,548
70,685
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)
141,208
137,943
(4,536
Intangible assets
(80
(85
Addback: Accumulated other comprehensive income
8,862
9,605
Total Tier 1 Capital
Allowance for credit losses (subject to regulatory limits)
12,695
12,995
Total Tier 2 Capital
Total Tier 1 plus Tier 2 Capital (numerator)
Risk-weighted assets (denominator)
1,010,695
1,035,747
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
1,441,105
1,418,313
Adjusted assets (denominator)
1,436,489
1,413,692
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
15,701
2,029
Residential mortgage loans
1,372
19,102
Total nonperforming loans
221
Total nonperforming assets
19,734
17,378
19,323
Nonperforming loans to total loans
2.20
1.92
2.10
Nonperforming assets to total assets
1.36
1.19
1.38
Nonperforming assets include nonaccrual loans, and foreclosed real estate (‘‘FRE”).
As indicated in the table above, nonperforming assets at March 31, 2024 were $19.7 million, and were $2.4 million higher than the $17.4 million reported at December 31, 2023 and $411,000 higher than the $19.3 million reported at March 31, 2023. The increase in the nonperforming loans on March 31, 2024, as compared to December 31, 2023, was primarily the result of the downgrade of one commercial real estate loan with a balance of $1.4 million, $900,000 in commercial and consumer loan relationships, and $200,000 in other loans in the aggregate.
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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 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 lifetime losses inherent in the loan portfolio as of the date of the statement of condition. The allowance for credit losses was $16.7 million and $16.0 million at March 31, 2024 and December 31, 2023, respectively. The ratio of the allowance for credit losses to total loans was 1.87% as of March 31, 2024, as compared to 1.78% at December 31, 2023 and 1.96% at March 31, 2023. 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 March 31, 2024.
Loans purchased outside of the Bank’s general market area are subject to substantial pre-purchase due diligence. Homogenous pools of purchased loans are subject to pre-purchase analyses led by a team of the Bank’s senior executives and credit analysts. In each case, the Bank’s analytical processes consider the types of loans being evaluated, the underwriting criteria employed by the originating entity, the historical performance of such loans, especially in the most recent deeply recessionary period, the offered collateral enhancements and other credit loss mitigation factors offered by the seller and the capabilities and financial stability of the servicing entities involved. From a credit risk perspective, these loan pools also benefit from broad diversification, including wide geographic dispersion, the readily-verifiable historical performance of similar loans issued by the originators, as well as the overall experience and skill of the underwriters and servicing entities involved as counterparties to the Bank in these transactions. The performance of all purchased loan pools are monitored regularly from detailed reports and remittance reconciliations provided at least monthly by the external servicing entities.
The projected credit losses related to purchased loan pools are evaluated prior to purchase and the performance of those loans against expectations are analyzed at least monthly. Over the life of the purchased loan pools, the allowance for credit losses is adjusted, through the provision for credit losses, for expected loss experience, over the projected life of the loans. The expected credit loss experience is determined at the time of purchase and is modified, to the extent necessary, during the life of the purchased loan pools. The Bank does not initially increase the allowance for credit losses on the purchase date of the loan pools.
At March 31, 2024 and December 31, 2023, the Company had $23.2 million and $22.6 million in loans, respectively, which were individually analyzed, having established specific reserves of $3.8 million and $3.7 million, respectively, on these loans. The $100,000 increase in specifically-identified loans between these two dates was the result of a small number of general loans placed into nonaccrual status.
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.
Management has identified certain loans with potential credit profiles that may result in the borrowers not being able to comply with the current loan repayment terms and which may result in possible future identified loan reporting. Potential problem loans totaled $42.7 million at March 31, 2024, a decrease of $400,000, as compared to $43.1 million at December 31, 2023. These loans have been internally classified as special mention, substandard, or doubtful, yet are not currently considered specifically-identified.
In the normal course of business, the Bank has, from time to time, sold residential mortgage loans and participation interests in commercial loans. As is typical in the industry, the Bank makes certain representations and warranties to the buyer. Pathfinder 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 three months of 2024, as indicated in the consolidated statement of cash flows, the Company reported net cash flow from operating activities of $504,000 and net cash outflow of $7.4 million related to investing activities. The net cash outflow from investing activities was generated principally by a $13.0 million increase in net investment activity, a $230,000 increase in premises and equipment and a decrease of $5.7 million in net loan activity. The Company reported net cash outflows from financing activities of $12.6 million, primarily due to a $38.2 million decrease in net borrowings, a $26.0 million decrease in deposits, and an aggregate decrease of $502,000 in net cash from all other financing sources, including dividends paid to common voting and non-voting shareholders and warrants of $560,000.
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 March 31, 2024 the Bank had deposits of $1.15 billion, of which a portion were nominally uninsured, as they were above the insurance limits established by the Federal Deposit Insurance Corporation (“FDIC”) on that date. Of the nominally uninsured deposits at March 31, 2024, $72.7 million were insured through a long-standing reciprocal deposit program managed by a third-party entity. In addition, $140.5 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. The Bank had $126.9 million in deposits, representing 11.1% of all deposits, that were considered to be uninsured at March 31, 2024.
The Company has a number of existing credit facilities available to it. At March 31, 2024, total credit available under the existing lines of credit was approximately $225.5 million at FHLBNY, the Federal Reserve Bank, and two other correspondent banks. At March 31, 2024, the Company had $137.4 million of the available lines of credit utilized on its existing lines of credit with the remainder of $88.1 million available.
The Asset Liability Management Committee of the Company is responsible for implementing the policies and guidelines for the maintenance of prudent levels of liquidity. As of March 31, 2024, management reported to the Board of Directors that the Company is in compliance with its liquidity policy guidelines.
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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 March 31, 2024, the Company had $215.0 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 March 31, 2024 was $600,000 and is included in other liabilities on the Company's consolidated Statements of Condition.
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 March 31, 2024. 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 March 31, 2024, our CEO and CFO concluded that our disclosure controls and procedures were effective as of that date.
We did not make any changes in internal control over financial reporting during the quarter ended March 31, 2024 that 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 March 31, 2024, 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
January 1, 2024 through January 31, 2024
74,292
February 1, 2024 through February 29, 2024
March 1, 2024 through March 30, 2024
Item 3 – Defaults Upon Senior Securities
None
Item 4 – Mine Safety Disclosures
Not applicable
Item 5 – Other Information
During the first quarter of 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.
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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.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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)
May 15, 2024
/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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