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 June 30, 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 August 9, 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
8
Notes to Consolidated Financial Statements
10
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)
47
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
66
Item 4.
Controls and Procedures
PART II - OTHER INFORMATION
Legal Proceedings
67
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
68
SIGNATURES
Item 1 – Consolidated Financial Statements
Pathfinder Bancorp, Inc.
(Unaudited)
June 30,
December 31,
(In thousands, except share and per share data)
2024
2023
ASSETS:
Cash and due from banks
$
12,022
12,338
Interest-earning deposits
19,797
36,394
Total cash and cash equivalents
31,819
48,732
Available-for-sale securities, at fair value
274,977
258,716
Held-to-maturity securities, at amortized cost (fair value of $156,280 and $168,034, respectively)
166,271
179,286
Marketable equity securities, at fair value
3,793
3,206
Federal Home Loan Bank stock, at cost
8,702
8,748
Loans
888,263
897,207
Less: Allowance for credit losses
16,892
15,975
Loans receivable, net
871,371
881,232
Premises and equipment, net
18,878
18,441
Assets held-for-sale
3,042
Operating lease right-of-use assets
1,459
1,526
Finance lease right-of-use assets
4,004
4,073
Accrued interest receivable
7,076
7,286
Foreclosed real estate
60
151
Intangible assets, net
76
85
Goodwill
4,536
Bank owned life insurance
24,967
24,641
Other assets
25,180
22,097
Total assets
1,446,211
1,465,798
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Interest-bearing
932,132
949,898
Noninterest-bearing
169,145
170,169
Total deposits
1,101,277
1,120,067
Short-term borrowings
127,577
125,680
Long-term borrowings
45,869
49,919
Subordinated debt
30,008
29,914
Accrued interest payable
2,092
2,245
Operating lease liabilities
1,652
1,711
Finance lease liabilities
4,359
4,381
Other liabilities
9,203
11,625
Total liabilities
1,322,037
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
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
53,182
53,114
Retained earnings
78,936
76,060
Accumulated other comprehensive loss
(8,786
)
(9,605
Unearned ESOP shares
(45
(135
Total Pathfinder Bancorp, Inc. shareholders' equity
123,348
119,495
Noncontrolling interest
826
761
Total equity
124,174
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
For the six months ended
(In thousands, except per share data)
June 30, 2024
June 30, 2023
Interest and dividend income:
Loans, including fees
12,489
11,791
24,757
22,449
Debt securities:
Taxable
5,736
4,173
11,343
7,920
Tax-exempt
498
479
1,006
934
Dividends
178
123
307
201
Federal funds sold and interest earning deposits
121
55
219
160
Total interest and dividend income
19,022
16,621
37,632
31,664
Interest expense:
Interest on deposits
7,626
5,625
15,037
9,662
Interest on short-term borrowings
1,226
578
2,340
950
Interest on long-term borrowings
203
395
397
Interest on subordinated debt
489
483
980
955
Total interest expense
9,542
6,889
18,752
11,964
Net interest income
9,480
9,732
18,880
19,700
Provision for (benefit from) credit losses:
304
1,185
1,014
1,877
Held-to-maturity securities
(74
(29
(59
Unfunded commitments
(16
61
Total provision for credit losses
290
1,140
1,016
1,832
Net interest income after provision for credit losses
9,190
8,592
17,864
17,868
Noninterest income:
Service charges on deposit accounts
330
303
639
570
Earnings and gain on bank owned life insurance
167
143
324
301
Loan servicing fees
112
200
139
Net realized gains (losses) on sales and redemptions of investment securities
16
-
(132
73
Net realized losses on sales of marketable equity securities
(139
(169
(31
Gains on sales of loans and foreclosed real estate
40
117
58
142
Debit card interchange fees
191
310
433
Insurance agency revenue
260
271
657
691
Other charges, commissions & fees
234
243
923
499
Total noninterest income
1,211
1,087
2,948
2,679
Noninterest expense:
Salaries and employee benefits
4,399
3,906
8,728
8,089
Building and occupancy
914
979
1,730
1,831
Data processing
550
1,078
1,036
Professional and other services
696
503
1,258
1,039
Advertising
116
166
221
372
FDIC assessments
228
222
457
441
Audits and exams
158
293
317
Insurance agency expense
232
283
517
544
Community service activities
39
91
96
Foreclosed real estate expenses
30
18
32
Other expenses
581
390
1,186
901
Total noninterest expense
7,908
7,174
15,614
14,698
Income before provision for income taxes
2,493
2,505
5,198
5,849
Provision for income taxes
481
530
1,013
1,199
Net income attributable to noncontrolling interest and Pathfinder Bancorp, Inc.
2,012
1,975
4,185
4,650
Net income (loss) attributable to noncontrolling interest
12
(7
65
69
Net income attributable to Pathfinder Bancorp Inc.
2,000
1,982
4,120
4,581
Voting Earnings per common share - basic and diluted
0.32
0.66
0.75
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
0.20
0.18
- 4 -
(In thousands)
Net Income
Other Comprehensive Income (Loss)
Retirement Plans:
Retirement plan net gains recognized in plan expenses
38
56
75
111
Net unrealized gain on retirement plans
Unrealized holding gains on available-for-sale securities:
Unrealized holding (losses) gains arising during the period
(64
(569
238
(1,077
Reclassification adjustment for net (gains) losses included in net income
(15
1,933
Net unrealized (losses) gains on available-for-sale securities
(79
377
856
Derivatives and hedging activities:
Unrealized holding gains arising during the period
144
735
656
119
Net unrealized gains (losses) on derivatives and hedging activities
Other comprehensive income, before tax
103
1,108
1,086
Tax effect
(27
(58
(289
(284
Other comprehensive income, net of tax
164
819
802
Comprehensive income
2,088
2,139
5,004
5,452
Comprehensive income (loss), attributable to noncontrolling interest
Comprehensive income attributable to Pathfinder Bancorp, Inc.
2,076
2,146
4,939
5,383
Tax Effect Allocated to Each Component of Other Comprehensive (Loss) Income
(10
(20
Unrealized holding losses (gains) on available-for-sale securities arising during the period
17
149
(62
281
Reclassification adjustment for net losses on available-for-sale securities included in net income
(36
(505
Unrealized gains on derivatives and hedging arising during the period
(38
(192
(171
Income tax effect related to other comprehensive income
- 5 -
Three months ended June 30, 2024 and June 30, 2023
Common Stock
Non-Voting Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Non-controlling Interest
Total
Balance, March 31, 2024
53,151
77,558
(8,862
(90
814
122,632
Net income
Other comprehensive income net of tax
ESOP shares earned (6,111 shares)
31
45
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, June 30, 2024
Balance, March 31, 2023
52,207
71,236
(11,534
(270
661
112,361
42
87
Stock based compensation
28
Common stock dividends declared ($0.09 per share)
(419
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
Balance, June 30, 2023
52,645
72,664
(11,370
(225
654
114,429
- 6 -
Six months ended June 30, 2024 and June 30, 2023
Balance, January 1, 2024
ESOP shares earned (12,221 shares)
63
90
153
Common stock dividends declared ($0.20 per share)
(943
Non-Voting common stock dividends declared ($0.20 per share)
(276
Warrant dividends declared ($0.20 per share)
(25
Cumulative effect of affiliate capital allocation
Distributions from affiliates
Balance, January 1, 2023
52,101
71,322
(12,172
(315
585
111,582
Other comprehensive loss, net of tax
202
64
368
Common stock dividends declared ($0.18 per share)
(834
Non-Voting common stock dividends declared ($0.18 per share)
(248
Warrant dividends declared ($0.18 per share)
(23
(2,134
- 7 -
For the six months ended June 30,
OPERATING ACTIVITIES
Net income attributable to Pathfinder Bancorp, Inc.
Adjustments to reconcile net income to net cash flows from operating activities:
Provision for credit losses
Proceeds from sales of loans held-for-sale
2,534
2,798
Originations of loans held-for-sale
(2,592
(2,609
Realized (gains) losses on sales, redemptions and calls of:
(170
Available-for-sale investment securities
127
Held-to-maturity investment securities
Marketable securities
Depreciation
674
706
Amortization of mortgage servicing rights
(24
(19
Amortization of deferred loan fees and costs
(154
(68
Operating lease expense
Amortization of deferred financing fees from subordinated debt
94
88
Earnings on bank owned life insurance
(324
(301
Net amortization of premiums and discounts on investment securities
(17
1,201
Amortization of intangible assets
9
Stock based compensation and ESOP expense
266
Net change in accrued interest receivable
210
23
Net change in other assets and liabilities
(3,953
(6,447
Net cash inflows from operating activities
2,022
1,903
INVESTING ACTIVITIES
Purchase of available-for-sale securities
(59,740
(17,809
Purchase of held-to-maturity securities
(3,517
(12,787
Purchase of marketable securities
(618
(491
Purchase of Federal Home Loan Bank stock
(6,812
(8,214
Proceeds from redemption of Federal Home Loan Bank stock
6,858
7,660
Proceeds from maturities and principal reductions of available-for-sale securities
38,964
6,564
Proceeds from maturities and principal reductions of held-to-maturity securities
15,876
11,225
Proceeds from sales, redemptions and calls of:
Available-for-sale securities
3,449
17,396
49
Real estate acquired through foreclosure
227
Net change in loans
8,999
8,023
Purchase of premises and equipment
(1,111
(662
Net cash inflows from investing activities
3,122
11,181
- 8 -
FINANCING ACTIVITIES
Net change in demand deposits, NOW accounts, savings accounts, money management deposit accounts, MMDA accounts and escrow deposits
(38,565
(71,567
Net change in time deposits
23,657
59,337
Net change in brokered deposits
(3,882
(12,100
Net change in short-term borrowings
1,897
Payments on long-term borrowings
(4,050
(3,525
Proceeds from long-term borrowings
7,776
Proceeds from exercise of stock options
Cash dividends paid to common voting shareholders
(897
(841
Cash dividends paid to common non-voting shareholders
(262
Cash dividends paid on warrants
Change in noncontrolling interest, net
Net cash outflows from financing activities
(22,057
(11,551
Change in cash and cash equivalents
(16,913
1,533
Cash and cash equivalents at beginning of period
35,282
Cash and cash equivalents at end of period
36,815
CASH PAID DURING THE PERIOD FOR:
Interest
18,905
11,380
Income taxes
600
NON-CASH INVESTING ACTIVITY
Real estate acquired in exchange for loans
333
- 9 -
Notes to Consolidated Financial Statements (Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited consolidated financial statements of Pathfinder Bancorp, Inc., (the “Company”), Pathfinder Bank (the “Bank”) and its other wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions for Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes necessary for a complete presentation of consolidated financial condition, results of operations and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Certain amounts in the 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 and six months ended June 30, 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.
- 10 -
Note 2: New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) and, to a lesser extent, other authoritative rulemaking bodies promulgate generally accepted accounting principles (“GAAP”) to regulate the standards of accounting in the United States. From time to time, the FASB issues new GAAP standards, known as Accounting Standards Updates (“ASUs”) some of which, upon adoption, may have the potential to change the way in which the Company recognizes or reports within its consolidated financial statements. The following table provides a description of the accounting standards that are not currently effective, but could have an impact on the Company's consolidated financial statements upon adoption.
Standards Not Yet Adopted as of June 30, 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 did not 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.
The adoption of this ASU is not expected to have a material impact to the Company's consolidated statements of condition or income.
- 11 -
Note 3: Earnings per Common Share
Following shareholder approval received on June 4, 2021, the Company converted 1,380,283 shares of its Series B Convertible Perpetual Preferred Stock ("Convertible Perpetual Preferred Stock") to an equal number of shares of its newly-created Series A Non-Voting Common Stock. The conversion, which was effective on June 28, 2021, represented 100% of the Company's Convertible Perpetual Preferred Stock outstanding at the time of the conversion and retired the Convertible Perpetual Preferred Stock in perpetuity.
The Company has voting common stock, non-voting common stock and a warrant that are all eligible to participate in dividends equal to the voting common stock dividends on a per share basis. Securities that participate in dividends, such as the Company’s non-voting common stock and warrant, are considered “participating securities”. The Company calculates net income available to voting common shareholders using the two-class method required for capital structures that include participating securities.
In applying the two-class method, basic net income per share was calculated by dividing net income (less any dividends on participating securities) by the weighted average number of shares of voting common stock and participating securities outstanding for the period. Diluted earnings per share may include the additional effect of other securities, if dilutive, in which case the dilutive effect of such securities is calculated by applying either the two-class method or the Treasury Stock method to the assumed exercise or vesting of potentially dilutive common shares. The method yielding the more dilutive result is ultimately reported for the applicable period. Potentially dilutive common stock equivalents primarily consist of employee stock options and restricted stock units. Unallocated common shares held by the ESOP are not included in the weighted average number of common shares outstanding for purposes of calculating earnings per common share until they are committed to be released to plan participants.
Anti-dilutive shares are common stock equivalents with average exercise prices in excess of the weighted average market price for the period presented. Anti-dilutive stock options, not included in the computation below, were -0- for the three and six months ended June 30, 2024, and June 30, 2023, respectively.
The following table sets forth the calculation of basic and diluted earnings per share.
Three months ended
Six months ended
Series A Non-Voting Common Stock dividends
138
124
276
248
Warrant dividends
13
11
25
Undistributed earnings allocated to participating securities
334
350
697
854
Net income available to common shareholders-Voting
1,515
1,497
3,456
Voting Common Stock dividends
471
419
943
834
1,072
1,107
2,237
2,693
Net income available to common shareholders-Series A Non-Voting
444
445
915
1,031
Basic and diluted weighted average common shares outstanding-Voting
4,708
4,639
4,704
4,624
Basic and diluted weighted average common shares outstanding-Series A Non-Voting
1,380
Basic and diluted earnings per common share-Voting
Basic and diluted earnings per common share-Series A Non-Voting
- 12 -
Note 4: Investment Securities
The amortized cost and estimated fair value of available-for-sale and held-to-maturity 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
88,074
(3,795
84,809
State and political subdivisions
30,189
(1,724
28,576
Corporate
10,985
259
(353
10,891
Asset backed securities
18,031
(179
17,890
Residential mortgage-backed - US agency
33,036
37
(1,089
31,984
Collateralized mortgage obligations - US agency
15,550
(966
14,650
Collateralized mortgage obligations - Private label
88,770
92
(2,891
85,971
284,635
1,133
(10,997
274,771
Equity investment securities:
Common stock - financial services industry
206
Total available-for-sale
284,841
Held-to-Maturity Portfolio
3,670
(319
3,351
17,496
(1,997
15,509
44,410
(2,709
41,733
16,390
(1,047
15,343
6,823
22
(668
6,177
12,762
1
(1,406
11,357
65,013
181
(2,384
62,810
166,564
246
(10,530
156,280
Total held-to-maturity
- 13 -
December 31, 2023
82,588
754
(3,259
80,083
34,588
145
(1,809
32,924
11,008
(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
16,576
(1,874
14,730
45,427
(3,281
42,155
16,860
(1,180
15,680
6,974
15
(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 June 30, 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. Amounts disclosed are gross values and do not include any allowance for credit loss.
Available-for-Sale
Held-to-Maturity
Fair Value
Due in one year or less
14,558
14,769
3,417
3,389
Due after one year through five years
9,336
8,893
20,929
20,176
Due after five years through ten years
42,709
38,518
40,516
37,060
Due after ten years
80,676
79,986
17,104
15,311
Sub-total
147,279
142,166
81,966
75,936
Totals
- 14 -
The Company’s investment securities’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:
Less than Twelve Months
Twelve Months or More
Number of
Individual
Securities
(37
2,488
(3,758
27,111
29,599
21
25,213
3,354
(5
430
7
(174
9,153
9,583
10,056
(864
14,291
24,347
1,208
(961
7,594
8,802
(189
31,701
27
(2,702
29,060
60,761
29
(461
45,883
86
(10,536
115,776
115
161,659
2
3,350
1,387
(1,990
13,095
14,482
33,527
2,812
(1,031
10,538
13,350
4,876
10,695
50,424
4,199
(10,507
126,505
130,704
5,990
(3,246
25,794
31,784
20
26,432
4,351
(65
5,907
(294
13,985
(14
2,477
(1,071
14,931
17,408
8,123
(274
18,067
33
(3,571
46,483
43
64,550
(366
32,441
97
(11,351
140,099
114
172,540
US Treasury, agencies and GSE's
(2
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
5,827
(3,140
60,260
66,087
(109
9,718
(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),
- 15 -
(3) general bond market liquidity, (4) the recent and expected near-term volume of new issuances of similar debt securities, and (5) changes in the market values of individual loan collateral underlying mortgage-backed an asset-backed debt securities. Changes in interest rates affect the fair market values of debt securities by influencing the discount rate applied to the securities’ future expected cash flows. The higher the discount rate, the lower the resultant security fair value at the measurement date. Conversely, the lower the discount rate, the higher the resultant security fair value at the measurement date. In addition, the cumulative amount and timing of undiscounted cash flows of debt securities may also be affected by changes in interest rates. For any given level of movement in the general market and economic environmental factors described above, the magnitude of any particular debt security’s price changes will also depend heavily upon security-specific factors such as (1) the duration of the security, (2) imbedded optionality contractually granted to the issuer of the security with respect to principal prepayments, and (3) changes in the level of market premiums demanded by investors for securities with imbedded credit risk (where applicable).
When the fair value of any individual security categorized as available-for-sale ("AFS") or held-to-maturity ("HTM") is less than its amortized cost basis, an assessment is made as to whether or not a charge to current earnings for credit loss is required. In assessing potential credit losses, management also makes a quantitative determination of potential credit loss for all HTM securities even if the risk of credit loss is considered remote and uses a best estimate threshold for securities categorized as AFS. The Company considers numerous factors when determining whether a potential credit loss exists. The principal factors considered are (1) the financial condition of the issue and (guarantor, if any) any adverse conditions specifically related to the security, industry or geographic area, (2) failure of the issuer of the security to make scheduled interest or principal payments, (3) any changes to the rating of the security by a nationally recognized statistical rating organization (“NRSRO”), and (4) the presence of contractual credit enhancements, if any, including the guarantee of the federal government or any of its agencies.
The Company carries all of its AFS investments at fair value with any unrealized gains or losses reported, net of income tax effects, as an adjustment to shareholders' equity and included in accumulated other comprehensive income (loss), except for the credit-related portion of debt securities’ 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 $284.8 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $9.9 million, or -3.5%, at June 30, 2024. The AFS securities portfolio, with an aggregate amortized historical cost of $269.0 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $10.2 million, or -3.8%, at December 31, 2023. The resultant $377,000 total improvement in the fair value of the AFS investment portfolio's aggregate fair value, relative to its aggregate amortized historical cost, in the six months ended June 30, 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 six months ended June 30, 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 $166.6 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $10.3 million, or -6.2%, at June 30, 2024. The portion of the investment securities portfolio, categorized as HTM, with an aggregate amortized historical cost of $179.6 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $11.6 million, or -6.5%, at December 31, 2023. The resultant $1.3 million improvement in the aggregate fair value of the HTM investment portfolio, relative to its aggregate amortized historical cost, during the six months ended June 30, 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 six months ended June 30, 2024 did not represent any changes in credit loss estimations within the portfolio. The Company does not intend to sell these
- 16 -
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 June 30, 2024 and 2023:
Government Issued and Government Sponsored Enterprise Securities
Mortgage and Asset-backed Securities
Securities Issued By State and Political Subdivisions
Corporate Securities
365
367
(1
(73
Allowance on purchased financial assets with credit deterioration
Charge-offs of securities
Recoveries
292
409
450
(18
(12
421
The following tables depicts a rollforward of the allowance for credit losses on investment securities classified as held-to-maturity for the six months ended June 30, 2024 and 2023:
Balance, December 31, 2023
352
- 17 -
Balance, December 31, 2022
Adjustment for the adoption of ASU 2016-13
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. Amounts disclosed are gross values and do not include any allowance for credit loss. The following tables summarizes the amortized cost of debt securities categorized as HTM at June 30, 2024 and December 31, 2023, aggregated by credit quality indicators:
AAA or equivalent
37,178
42,476
AA or equivalent, including securities issued by the United States Government or Government Sponsored Enterprises
44,731
49,479
A or equivalent
14,719
19,021
BBB or equivalent
20,784
16,304
BB or equivalent
985
983
Unrated
48,167
51,374
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
For the six months
ended June 30,
Realized gains on investments
750
2,021
Realized losses on investments
(882
(1,948
As of June 30, 2024 and December 31, 2023, securities with a fair value of $120.7 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 $116.1 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
- 18 -
benefit accruals after this date. Participants as of June 30, 2012 will continue to earn vesting credit with respect to their frozen accrued benefits as they continue to work. In addition, the Company provides certain health and life insurance benefits for a limited number of eligible retired employees. The healthcare plan is contributory with participants’ contributions adjusted annually; the life insurance plan is noncontributory. Employees with less than 14 years of service as of January 1, 1995, are not eligible for the health and life insurance retirement benefits.
The composition of net periodic pension plan and postretirement plan costs for the indicated periods is as follows:
Pension Benefits
Postretirement Benefits
For the three months ended June 30,
Service cost
Interest cost
141
278
Expected return on plan assets
(253
(242
(506
(483
Amortization of prior service credits
Amortization of net losses
79
(3
Net periodic benefit plan (benefit) cost
(75
(43
(149
(88
The Company will evaluate the need for further contributions to the defined benefit pension plan during 2024. The prepaid pension asset of $7.8 million and $7.5 million as of June 30, 2024 and December 31, 2023 respectively, is recorded in other assets on the consolidated statements of condition.
Note 6: Loans
Major classifications of loans at the indicated dates are as follows:
Residential mortgage loans:
1-4 family first-lien residential mortgages
250,106
257,604
Construction
309
1,355
Total residential mortgage loans
250,415
258,959
Commercial loans:
Real estate
370,361
358,707
Lines of credit
62,711
72,069
Other commercial and industrial
90,813
89,803
Paycheck Protection Program loans
136
Tax exempt loans
3,228
3,430
Total commercial loans
527,249
524,167
Consumer loans:
Home equity and junior liens
35,821
34,858
Other consumer
75,195
79,797
Total consumer loans
111,016
114,655
Total loans
888,680
897,781
Net deferred loan fees
(417
(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.
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
- 19 -
purchased loan pool positions held by the Bank at June 30, 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
1,400
19
2-5 years
Home equity lines of credit (8/2019)
21,900
4,100
51
4-25 years
Unsecured consumer loan pool 2 (11/2019)
26,600
0-2 years
Residential real estate loans (12/2019)
4,300
54
17-25 years
Unsecured consumer loan pool 1 (12/2019)
5,400
700
1-3 years
Unsecured consumer installment loans pool 3 (12/2019)(2)
10,300
300
105
0-9 years
Secured consumer installment loans pool 4 (12/2020)
14,500
9,700
(1,360
482
21-25 years
Unsecured consumer loans pool 5 (1/2021)(1)
24,400
(372
615
6-22 years
Revolving commercial line of credit 1 (3/2021)
11,600
7,900
0-1 year
Secured consumer installment loans (11/2021)
21,300
17,300
(2,762
810
17-24 years
Unsecured consumer loans pool 6 (11/2021)(1)
22,200
17,000
(2,182
515
7-24 years
169,300
77,400
(6,335
2,883
126
1,600
2-6 years
4,500
108
159
1-26 years
500
284
1,000
46
Unsecured consumer installment loans pool 3 (12/2019)
10,600
(1,252
Unsecured consumer loans pool 5 (1/2021)
15,600
(450
644
7-22 years
12,400
18,000
(2,923
821
Revolving commercial line of credit 2 (11/2021) paid in full at 12/11/23
10,500
Unsecured consumer loans pool 6 (11/2021)
18,200
(2,292
522
179,800
87,400
(6,504
3,093
- 20 -
At June 30, 2024 and December 31, 2023, the allowance for credit losses (the "ACL") related to these pools were $2.1 million and $2.1 million, respectively. As of June 30, 2024 and December 31, 2023, residential mortgage loans with a carrying value of $118.1 million and $113.6 million, respectively, have been pledged by the Company to the Federal Home Loan Bank of New York (“FHLBNY”) under a blanket collateral agreement to secure the Company’s line of credit and term borrowings.
Loan Origination / Risk Management
The Company’s lending policies and procedures are presented in Note 5 to the audited consolidated financial statements included in the 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
- 21 -
The following tables present the classes of the loan portfolio as of June 30, 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
20,703
47,852
66,255
54,213
28,608
127,165
344,796
Special Mention
14,002
488
14,490
Substandard
848
2,967
1,665
739
4,297
11,016
Doubtful
59
Total Commercial Real Estate
21,551
50,819
80,757
55,878
29,347
132,009
Commercial Lines of Credit:
57,010
3,555
60,565
613
762
404
978
1,382
Total Commercial Lines of Credit
58,027
4,684
Other Commercial and Industrial:
9,513
23,063
14,771
5,381
4,588
20,543
3,841
81,700
2,107
225
2,375
1,124
929
749
2,530
5,332
1,406
Total Other Commercial and Industrial
26,576
15,895
6,535
5,380
23,073
Paycheck Protection Program Loans
Total Paycheck Protection Program Loans
Tax Exempt Loans
2,962
Total Tax Exempt Loans
- 22 -
1-4 family first-lien residential mortgages:
2,676
17,017
30,520
50,326
38,606
107,630
246,775
275
468
743
463
209
861
1,625
152
811
963
Total 1-4 family first-lien residential mortgages
30,983
50,418
39,242
109,770
Construction:
71
Total Construction
Home Equity and Junior Liens:
4,065
3,728
1,925
1,454
635
2,435
19,875
922
35,039
35
48
686
747
Total Home Equity and Junior Liens
1,467
2,489
20,581
931
Other Consumer:
2,455
62,957
3,478
2,684
1,210
2,322
75,106
82
Total Other Consumer
2,772
2,323
Net Deferred Loan Fees
(394
163
(76
(198
Total Loans
39,947
161,603
133,143
116,994
76,084
272,428
82,449
5,615
Management has reviewed its loan portfolio and determined that, to the best of its knowledge, no material exposure exists to sub-prime or other high-risk residential mortgages. The Company is not in the practice of originating these types of loans.
Nonaccrual and Past Due Loans
Loans are considered past due if the required principal and interest payments have not been received within thirty days of the payment due date. Loans are placed on nonaccrual when the contractual payment of principal and interest has become 90 days past due or when management has serious doubts about further collectability of principal or interest, even though the loan may be currently performing.
- 23 -
An aging analysis of past due loans, not including net deferred loan costs, segregated by portfolio segment and class of loans, as of June 30, 2024 and December 31, 2023, are detailed in the following tables:
As of June 30, 2024
30-59 Days
60-89 Days
90 Days
Past Due
and Over
Current
Receivable
1,278
568
1,737
3,583
246,523
246,832
7,094
5,276
6,421
18,791
351,570
1,128
2,310
3,438
59,273
1,294
9,785
11,079
79,734
9,516
18,516
33,308
493,941
175
565
35,256
270
4,062
4,811
70,384
844
295
4,237
5,376
105,640
11,638
6,139
24,490
42,267
846,413
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
192
431
34,427
984
383
4,315
75,482
1,194
412
3,140
4,746
109,909
13,568
3,199
17,227
33,994
863,787
- 24 -
As of June 30, 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
715
74
2,312
250
9,783
1,980
2,945
212
2,074
2,134
Total nonaccrual loans
5,148
251
3,058
109
52
4,079
7,137
325
1,207
8,413
379
At June 30, 2024, the Bank's 204 nonperforming loans represented 2.8% of total loans, with an aggregate outstanding balance of $24.5 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 $7.3 million was primarily the result of the downgrade of one commercial real estate loan with a balance of $1.4 million, $4.8 million in commercial lines of credit and commercial loans, $1.1 million in consumer loan relationships, and a decrease of $85,000 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 June 30, 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
- 25 -
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 $290,000 in provision for credit losses ("PCL") for the three month period ended June 30, 2024, as compared to $1.1 million for the three month period ended June 30, 2023. For the first six months of 2024, we recorded $1.0 million in provision for credit losses compared to $1.8 million in the first six months of the prior year.
There was a modest increase in provision for credit losses in the three months ended June 30, 2024, when compared to the same three month period in 2023. In addition, during the second quarter of 2024, the Company recorded a PCL decrease of $74,000 for reserves related to securities classified as held-to-maturity and a $60,000 increase to the PCL for unfunded commitments, respectively. The provision in the quarter ended June 30, 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 second quarter PCL reflects an addition to reserves considering asset quality metrics.
The following table summarizes all activity related to the ACL from December 31, 2023 to June 30, 2024 and to the recorded PCL for the three and six months ended June 30, 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
Q2 2024 Charge-Offs
Q2 2024 Recoveries
Q2 2024 PCL
Reserves as of June 30, 2024
ACL - Loans
Specifically identified
3,716
100
3,816
665
4,481
Overdraft
364
363
342
Pooled - quantitative
6,203
(63
34
101
6,275
(83
80
6,309
Pooled - qualitative
3,566
509
4,075
(441
3,634
Purchased
2,126
Total ACL - Loans
710
16,655
(112
ACL - Held-To-Maturity
Other Liabilities - Unfunded Commitments
589
590
650
16,916
726
17,612
17,835
- 26 -
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 June 30, 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
1,619
6,567
1,391
3,403
Charge-offs
Provisions (credits)
83
416
Ending balance
1,536
815
6,663
1,221
3,821
Ending balance: related to loans individually evaluated
137
1,511
662
1,901
Ending balance: related to loans collectively evaluated
1,399
5,152
559
1,920
Loans receivables:
Ending balance: individually evaluated
1,751
9,365
6,358
Ending balance: collectively evaluated
248,355
360,996
61,503
84,455
Home equity
Tax exempt
and junior liens
Consumer
2,209
16,665
24
625
70
4,395
511
12,497
618
19,370
35,203
75,125
869,310
- 27 -
For the six months ended June 30, 2024
1,608
858
5,751
1,674
3,281
(81
893
(453
533
2,145
(180
84
(32
195
- 28 -
For the three months ended June 30, 2023
1,937
5,182
2,095
5,082
Adoption of New Accounting Standard
(263
99
(66
249
525
2,036
634
5,431
2,620
5,192
Ending balance: related to loans individually evaluated for impairment
4,825
1,891
1,745
Ending balance: related to loans collectively evaluated for impairment
1,909
606
729
3,447
256,201
2,479
355,605
70,624
84,581
Ending balance: individually evaluated for impairment
9,593
3,236
6,803
Ending balance: collectively evaluated for impairment
254,527
346,012
67,388
77,778
723
2,135
17,869
(41
1,183
682
2,186
18,796
10,094
3,963
34,028
84,646
892,308
619
21,925
33,409
870,383
- 29 -
For the six months ended June 30, 2023
714
5,881
3,990
2,944
Adoption of new accounting standard
1,396
969
(1,744
95
(299
(335
(1,465
2,411
741
1,046
15,319
(97
1,243
1,886
(193
(492
The Company’s methodology for determining its allowance for credit losses includes an analysis of qualitative factors that are added to the historical loss rates in arriving at the total allowance for credit losses needed for this general pool of loans. The qualitative factors include, but are not limited to, the following:
Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. These qualitative factors, applied to each product class, make the evaluation inherently subjective, as it requires material estimates that may be susceptible to significant revision as more information becomes available. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for credit losses analysis and calculation.
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The allocation of the allowance for credit losses summarized on the basis of the Company’s calculation methodology was as follows:
Specifically reserved
2,044
Historical loss rate
1,473
2,615
129
1,115
Qualitative factors
2,537
consumer
423
1,887
6,664
6,641
3,587
1,617
1,537
2,645
1,026
184
2,137
621
638
458
1,817
5,842
190
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:
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The following table details the amortized cost of collateral dependent loans at June 30, 2024 and December 31, 2023:
Commercial and industrial
7,466
7,788
Commercial real estate
7,305
11,814
Residential (1-4 family) first mortgages
787
699
Home equity loans and lines of credit
599
Consumer loans
81
16,217
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
June 30,2024
Number of properties
December 31,2023
At June 30, 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 $2.3 million of standby letters of credit as of June 30, 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 has been made for these commitments. The fair value of standby letters of credit was not significant to the Company’s consolidated financial statements.
Note 10: Fair Value Measurements
Accounting guidance related to fair value measurements and disclosures specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair value hierarchy:
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3 – Model-derived valuations in which one or more significant inputs or significant value drivers are unobservable.
An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
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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 June 30, 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 $3.8 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 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.
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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
6,599
270,479
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)
7,138
6,576
254,167
4,343
5,160
Interest rate swap derivative cash flow hedges (unrealized gain carried as receivable from derivative counterparties)
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Pathfinder Bank had the following assets measured at fair value on a nonrecurring basis as of June 30, 2024 and December 31, 2023:
Individually evaluated loans
10,991
9,722
The following tables presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Level 3 inputs were used to determine fair value at the indicated dates.
Quantitative Information about Level 3 Fair Value Measurements
Valuation
Unobservable
Range
Techniques
Input
(Weighted Avg.)
At June 30, 2024
Appraisal of collateral
Discounted Cash Flow
12% - 50% (26%)
Costs to Sell
21% - 24% (22%)
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 or six months ended June 30, 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
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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.
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.
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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
817,057
823,052
Interest rate derivative cash flow hedge receivable/(payable)
Interest rate derivative fair value hedges receivable - AFS investments
3,565
3,113
Interest rate derivative fair value hedges receivable - loans
3,573
2,047
1,477
Financial liabilities:
Demand Deposits, Savings, NOW and MMDA
575,993
607,301
Time Deposits
525,284
524,705
512,766
517,514
Borrowings
173,446
172,381
175,599
174,071
28,276
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 June 30, 2024 or December 31, 2023.
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
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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 June 30, 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 June 30, 2024 and December 31, 2023:
Carrying Amount of the Hedged Assets at June 30, 2024
Cumulative Amount of Fair Value Hedging Adjustment Subtracted from Carrying Amount of the Hedged Assets at June 30, 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)
86,978
95,887
Loans receivable (2)
140,092
156,836
620
The Company's hedging contracts accounted for as fair value hedges, increased the yield on investment securities and loans by 0.28% and 0.29%, respectively, in the six months ended June 30, 2024. The hedging contracts noted above, accounted for as fair value hedges, increased the yield on investment securities and loans by 0.25% and 0.18%, respectively, in the six months ended June 30, 2023.
The following tables summarize the net effects of the Company's fair value and cash flow hedges for the six months ended June 30, 2024 and June 30, 2023, respectively:
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Fair Value Hedges
Six Months Ended June 30, 2024
Hedge Category
Average Notional Balance
Period Ending Notional Balance
Net Cash Received Recorded In Net Income
Fair Value Receivable at Period End
Investments
85,101
82,292
1,229
137,344
134,763
1,287
222,445
217,055
2,516
Six Months Ended June 30, 2023
Ending Notional Balance
54,574
52,120
940
6,080
69,357
115,687
796
3,742
123,931
167,807
1,736
9,822
Cash Flow Hedges
Borrowed Funds
23,778
157
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 June 30, 2024 and December 31, 2023:
Cash flow hedges:
Fair market value adjustment interest rate swap
Total gain in comprehensive income
On April 17, 2024 the Bank elected to settle its previously established cash flow hedges designated against $40.0 million of floating-rate liabilities. This election was made in response to planned reductions in the Bank’s future levels of floating rate brokered certificates of deposit (CDs). Due to increases in interest rates since the inception dates of the cash flow hedges, the Bank realized a cash basis gain of $766,000 on that date, recorded for financial statement purposes, as a deferred gain in other assets. $458,000 of this gain will be recognized in substantially equal monthly installments through April 30, 2026 and $308,000 of this gain will be recognized in substantially equal monthly installments through April 30, 2027, which were the respective original maturity dates of the settled hedging contracts.
The amounts of hedge ineffectiveness, recognized at June 30, 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.
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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, collateral or settlement provisions, the Company believes that the credit risk inherent in these contracts was not material at June 30, 2024.
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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
(2,046
(7,227
411
Other comprehensive (loss) income before reclassifications
(47
106
Amounts reclassified from AOCI
(2,018
(7,285
(2,386
(9,075
(420
543
41
(2,345
(9,495
470
(2,073
(7,564
Other comprehensive income before reclassifications
176
485
(2,427
(10,127
382
(796
(708
1,428
1,510
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The following table presents the amounts reclassified out of each component of AOCI for the indicated periods:
Amount Reclassified
from AOCI (1)
Details about AOCI (1) components
Affected Line Item in the Statement of Income
Retirement plan items
Retirement plan net (losses) recognized in plan expenses (2)
(56
(111
(28
(55
(82
Realized gains (losses) on sale of securities
Net gains on sales and redemptions of investment securities
(1,933
(4
36
505
(103
(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.
For six months ended
Insufficient funds fees
194
373
Deposit related fees
223
ATM fees
Total service charges on deposit accounts
Fee Income
Investment services revenue
257
ATM fees surcharge
107
Banking house rents collected
Total fee income
487
475
1,131
1,126
Card income
Merchant card fees
26
Total card income
205
460
Mortgage fee income and realized gains on sales of loans and foreclosed real estate
Net gains on sales of loans and foreclosed real estate
Total mortgage fee income and realized gains on sales of loans and foreclosed real estate
258
1,174
1,089
2,364
2,437
Earnings and gains on bank owned life insurance
Net gains (losses) on sales and redemptions of investment securities
Non-recurring gain on lease renegotiations
245
Other miscellaneous (loss) income
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, for the six months ended June 30, 2024, 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
118
Finance lease cost
217
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
Operating cash flows for finance leases
Financing cash flows for finance leases
62
Supplemental balance sheet information related to leases was as follows:
(In thousands, except lease term and discount rate)
Operating Leases:
Finance Leases:
Weighted Average Remaining Lease Term:
Operating Leases
17.13 years
17.22 years
Finance Leases
26.84 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 June 30,
2025
78
2026
2027
168
2028
177
2029
162
Thereafter
5,259
Total minimum lease payments
6,011
The Company owns certain properties that it leases to unaffiliated third parties at market rates. Lease rental income was $53,000 and $48,000 for the three months ended June 30, 2024 and 2023, respectively. Lease rental income was $108,000 and $96,000 for the six months ended June 30, 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 June 30, 2024 or December 31, 2023.
The following represents the activity associated with loans to related parties during the six months ended June 30, 2024 and the year ended December 31, 2023:
Balance at the beginning of the year
32,742
32,531
Originations and related party additions
800
4,360
Principal payments and related party removals
(5,491
(4,149
Balance at the end of the period
28,051
Note 16: Subsequent Events
On July 19, 2024, the Bank completed the previously announced purchase and assumption of the East Syracuse, NY branch of Berkshire Bank, the banking subsidiary of Berkshire Hills Bancorp, Inc. In connection with the purchase, the Bank assumed approximately $186 million in deposit liabilities and acquired approximately $30 million in loans. With respect to the purchased loans, the Bank paid an amount equal to the sum of 95% of the aggregate unpaid principal balances, measured as of the closing date, plus any accrued interest related to the loans through the closing date. The Bank also paid 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 assumed all non-Core Deposits associated with the branch, measured as of the closing date, at par value. The total deposit premium paid by the Bank therefore equates to approximately 3.8% when applied to the aggregated Core Deposits and non-Core Deposits. The average cost of deposits acquired in the East Syracuse branch acquisition was approximately 1.99% (excluding the effects of future Core Deposit Intangible amortization). The Company intends to utilize the additional liquidity obtained with this acquisition to pay down approximately $150 million of borrowings that had an average cost of approximately 5.33% at June 30, 2024, which is expected to benefit total funding costs beginning in the third quarter of 2024. Finally, the Bank assumed Berkshire Bank’s existing commercial lease for the real property associated with the branch with an annual lease payment of approximately $946,000, excluding property taxes and certain other associated property related obligations that the Bank also assumed, and purchased the personal property and fixtures located within the branch facility for approximately $264,000.
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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 June 30, 2024, the Company and subsidiaries had total consolidated assets of $1.45 billion, total consolidated liabilities of $1.32 billion and shareholders' equity of $123.3 million, plus noncontrolling interest of $826,000, which represents the 49% of FitzGibbons not owned by the Company.
The following discussion reviews the Company's financial condition at June 30, 2024 and the results of operations for the three and six month periods ended June 30, 2024 and 2023. Operating results for the three and six months ended June 30, 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 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 22, 2024 (“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 recently completed 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
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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 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 June 30, 2024, the Bank’s position in individually evaluated loans consisted of 58 loans totaling $19.3 million. Of these loans, 17 loans, totaling $3.1 million, were valued using the present value of future cash flows method; and 41 loans, totaling $16.2 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.
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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 June 30, 2024, the Bank held $461.2 million in commercial real estate and commercial & industrial loans (collectively, commercial loans) representing 52.0% of the Bank’s entire loan portfolio. The Bank allocated $7.5 million to the ACL for these loans, including $3.6 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 $900,000, assuming a 25% negative (or positive) change within the group of qualitative factors used to determine the ACL for commercial loans. The sensitivity and related range of impacts for various judgments on the ACL is a hypothetical analysis and is used to determine management’s judgments or assumptions of qualitative loss factors that were utilized at June 30, 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.
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
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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 future economic consequences 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 July 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 June 30, 2024. The dividends were payable to all shareholders of record on July 19, 2024 and were paid on August 9, 2024.
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Overview and Results of Operations
The following represents the significant highlights of the Company’s operating results between the second quarter of 2024 and the second quarter of 2023.
The following represents the significant highlights of the Company’s operating results between the first six months of 2024 and the first six months of 2023.
The following reflects the significant changes in financial condition between June 30, 2024 and December 31, 2023. In addition, the following reflects significant changes in asset quality metrics between June 30, 2024 and June 30, 2023.
The Company recorded net income of $2.0 million for the three months ended June 30, 2024, an $18,000 increase compared to the three months ended June 30, 2023. Increases in net income during the second quarter of 2024 included a $598,000 increase in net interest income after provision for credit losses, a $124,000 increase in noninterest income, and a $49,000 decrease in provision for income taxes. These increases were mostly offset by a $734,000 increase in noninterest expense.
Net interest income before the provision for credit losses decreased $252,000, or 2.6%, to $9.5 million for the three months ended June 30, 2024, as compared to the same three month period in 2023. An increase in interest expense of almost $2.7 million was partially offset by an increase in interest and dividend income of $2.4 million.
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The increase in interest and dividend income of $2.4 million for the second quarter of 2024 as compared to the same prior year quarter can be primarily attributed to average loan yield increases of 44 basis points, investment securities and federal funds sold average balance increases of $68.3 million, and investment securities and federal funds sold average yield increases of 75 basis points. The corresponding increase in loan interest income and investment securities and federal funds sold interest income was $698,000 and $1.7 million, respectively.
The increase in interest expense of $2.7 million for the second quarter of 2024, compared to the prior year quarter, was predominantly the result of a change in the Bank's deposit mix to higher cost deposits and a rise in average rates paid on interest-bearing liabilities, reflecting the competitive conditions in the current interest rate environment. As a result, the net interest margin for the second quarter of 2024 was 2.78%, compared to 2.75% in the first quarter of 2024, and 2.96% in the second quarter of 2023. The increase of three basis points compared to the first quarter was driven by asset yield improvements partially offset by deposit cost increases. The decline in net interest margin compared to the second quarter of 2023 can primarily be attributed to higher funding costs related to the current high interest rate environment and upward repricing within the deposit portfolio, partially offset by an increase in the average yield on interest-earning assets.
The Bank's noninterest income for the second quarter of 2024 amounted to $1.2 million, reflecting an increase of $124,000 compared to the same quarter of 2023. This increase can primarily be attributed to the factors influencing recurring noninterest income, which excludes volatile items such as unrealized gains or losses on equity securities, as well as nonrecurring gains on sales of loans, investment securities, foreclosed real estate, premises, and equipment.
Recurring noninterest income during the quarter ended June 30, 2024 increased $155,000, or 13.6%, as compared to the same quarter in 2023. This was primarily due to an increase of $79,000 in debit card interchange fees, as a result of increased gross interchange revenues related to higher levels of consumer activity. Other components of noninterest income that also increased during the quarter ended June 30, 2024 include a $45,000 increase in loan servicing fees, a $27,000 increase in service charges on deposit accounts, and a $24,000 increase in earnings and gain on bank owned life insurance. These modest increases were partially offset by an aggregate decrease of $20,000 in other noninterest income categories.
The $31,000 year-over-year decrease in all other (nonrecurring) categories of noninterest income was primarily the result of a $77,000 decrease in sales of loans and foreclosed real estate during the three months ended June 30, 2024 as compared to the same period in 2023. Partially offsetting this decrease were lower losses on marketable equity securities in the amount of $30,000, and a $16,000 increase in gains on sales and redemptions of investment securities.
Second quarter 2024 results reflect the Bank’s strategy to proactively seek out and capitalize on new opportunities to diversify and enhance recurring noninterest income’s contribution to total revenue. As the Bank moves forward with its growth strategy, noninterest income is anticipated to play an increasingly vital role in maintaining a well-balanced and resilient financial profile.
Total noninterest expense for the second quarter of 2024 was $7.9 million, an increase of $734,000, or 10.2%, compared to the same three month period in 2023.
Salaries and benefits increased $493,000, or 12.6% during the quarter ended June 30, 2024, as compared to the quarter ended June 30, 2023. Headcount increases drove approximately $285,000 of the increase and salary adjustments related to merit and wage inflation accounted for approximately $208,000 of the increase. These adjustments for merit and wage inflation are crucial in maintaining competitive remuneration packages to attract and retain talent in the dynamic banking sector.
Professional and other services increased $193,000 during the second quarter of 2024, as compared to the same quarter in 2023. This increase was primarily due to $116,000 of nonrecurring expenses associated with a review of technology enhancements meant to drive improvements in operational efficiencies. The remaining increase in professional and other services of $77,000 was spread across several smaller consulting engagements. All other remaining noninterest expense categories had an aggregate increase of $48,000, or 1.7%.
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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 June 30, 2024, $290,000 was recorded in PCL, reflecting a decrease of $850,000 compared to the same period in 2023. The quarter ended June 30, 2023, provision for credit losses of $1.1 million was attributed to two large commercial real estate and commercial loan relationships experiencing credit deterioration. The quarter ended June 30, 2024 provision for credit losses included an increase in specific reserves of approximately $665,000, partially offset by improvement in certain qualitative and other factors that resulted in a net increase in the provision for loans of $304,000. The remaining components in provision for credit losses was a net reduction of $14,000.
The Bank continues to diligently monitor credit portfolios, particularly those considered sensitive to prevailing economic stressors, and apply conservative loan classification and reserve building methodologies.
In comparing the year-over-year second quarter periods, the Company’s return on average assets decreased only one basis point to 0.56% due to the combined effects of a modest gain in net income (the numerator in the ratio), outpaced slightly by a small increase in average assets (the denominator in the ratio). Average assets increased mostly due to an increase of $64.7 million in the average balances of taxable investment securities in the second quarter of 2024, as compared to the same quarter of 2023.
The Company recorded net income of $4.1 million for the six months ended June 30, 2024, a $461,000 decrease compared to the six months ended June 30, 2023. The decrease in net income was primarily due to a $916,000 increase in noninterest expense, partially offset by a $269,000 increase in noninterest income and a $186,000 decrease in provision for income taxes.
Net interest income before the provision for credit losses decreased $820,000, or 4.2%, to $18.9 million for the six months ended June 30, 2024, as compared to the same six month period in 2023. This decrease was due to a $6.8 million increase in total interest expense, partially offset by a $6.0 million increase in total interest and dividend income.
Noninterest income increased $269,000 in the six months ended June 30, 2024 to $2.9 million, compared to the same period in 2023. This increase was mostly due to the recognition of a $245,000 refund received from cumulative lessor related pass-through operating expense charges for a leased branch location during the first quarter of 2024. Excluding this one-time refund, total noninterest income had a modest aggregate gain of $24,000 in all other categories.
Noninterest expense in the six months ended June 30, 2024 was $15.6 million, an increase of $916,000, or 6.2%, when compared to the six months ended June 30, 2023. This increase was mostly due to a $639,000 increase in salaries and employee benefits, as well as a $219,000 increase in professional and other services.
For the first six months of 2024, the Bank recorded $1.0 million in provision for credit losses as compared to $1.8 million in the same prior year six month period. This decrease can also be primarily attributed to the aforementioned $1.1 million provision for credit losses in the second quarter of 2023.
Return on average assets decreased 8 basis points to 0.58% between the year-over-year six month periods, as there was a decrease in net income in the six month period ended June 30, 2024 (the numerator of the ratio) while the rate of average assets (the denominator of the ratio) grew during the period.
Average assets increased due to increases in average investment securities of $60.3 million in the six month period ended June 30, 2024 as compared to the same period of 2023. Average interest-bearing liabilities increased $42.9 million in the six months ended June 30, 2024, as compared with the same period in 2023 due to an increase in average deposits. The increase in average deposits for the six months ended June 30, 2024 was primarily due to increased time deposits, including brokered deposits, of $64.0 million. All other deposit accounts in aggregate decreased $21.1 million as compared with the same period in 2023.
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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.
The following tables set forth information concerning average interest-earning assets and interest-bearing liabilities and the average yields and rates thereon for the periods indicated. Interest income and resultant yield information in the tables have not been adjusted for tax equivalency. Averages are computed on the daily average balance for each month in the period divided by the number of days in the period. Nonaccrual loans have been included in interest-earning assets for purposes of these calculations.
Average
Unaudited
Yield /
Balance
Interest-earning assets:
885,384
5.64
907,556
5.20
Taxable investment securities
434,572
5,914
5.44
369,870
4,296
4.65
Tax-exempt investment securities
28,944
6.88
29,013
6.60
Fed funds sold and interest-earning deposits
13,387
3.62
9,723
2.26
Total interest-earning assets
1,362,287
5.59
1,316,162
5.05
Noninterest-earning assets:
98,746
94,350
Allowance for credit losses
(16,905
(18,030
Net unrealized losses on available-for-sale securities
(10,248
(12,944
1,433,880
1,379,538
Interest-bearing liabilities:
NOW accounts
92,918
264
1.14
93,560
0.43
Money management accounts
12,076
14,159
0.11
MMDA accounts
214,364
2,002
3.74
244,927
1,622
2.65
Savings and club accounts
107,558
0.26
127,356
0.21
Time deposits
524,276
5,286
4.03
468,534
3,832
3.27
29,977
6.53
29,792
6.48
141,067
1,427
4.05
99,284
781
3.15
Total interest-bearing liabilities
1,122,236
3.40
1,077,612
2.56
Noninterest-bearing liabilities:
Demand deposits
171,135
171,882
17,298
16,129
1,310,669
1,265,623
Shareholders' equity
123,211
113,915
Total liabilities & shareholders' equity
Net interest rate spread
2.19
2.49
Net interest margin
2.78
2.96
Ratio of average interest-earning assets to average interest-bearing liabilities
121.39
122.14
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889,988
5.56
903,255
4.97
433,156
11,650
5.38
369,155
8,121
4.40
29,053
6.93
32,726
5.71
8,669
11,930
2.68
1,360,866
5.53
1,317,066
4.81
96,772
97,754
(16,498
(17,542
(10,701
(12,738
1,430,439
1,384,540
97,213
526
1.08
95,492
0.40
11,759
14,727
212,693
3,935
3.70
253,214
2,897
2.29
110,119
130,427
131
525,767
10,426
3.97
461,793
6,435
2.79
29,954
6.54
29,770
6.42
133,894
2,735
4.09
93,057
1,347
2.89
1,121,399
3.34
1,078,480
2.22
170,313
176,339
16,542
16,269
1,308,254
1,271,088
122,185
113,452
2.59
2.77
2.99
121.35
122.12
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Interest expense increased $6.8 million for the six months ended June 30, 2024 as compared to the prior year period. The average interest rate paid on interest-bearing liabilities increased by 112 basis points for the six months ended June 30, 2024 as compared to the prior year period, and average interest-bearing liabilities increased by $42.9 million, or 4%. Average loans for the first six months of 2024 decreased by $13.3 million, or 1.5%, over the prior year period, while the average interest yield earned on average loans increased by 59 basis points, resulting in an increase of $2.3 million in interest income on loans for the six months ended June 30, 2024 as compared to the prior year period. Income from investment securities increased $3.6 million to $12.7 million for the six months ended June 30, 2024, as compared to the same prior year period.
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 June 30,
Six months ended June 30,
2024 vs. 2023
Increase/(Decrease) Due to
Increase
Volume
Rate
(Decrease)
Interest Income:
(1,639
2,337
698
(921
3,229
2,308
817
801
1,618
1,545
1,984
3,529
(250
72
(120
179
Total interest income
(804
3,205
2,401
254
5,714
5,968
Interest Expense:
169
331
335
(1,153
380
(1,259
2,297
1,038
(50
(49
492
962
3,007
3,991
385
261
646
717
671
1,388
(329
2,982
2,653
401
6,387
6,788
Net change in net interest income
(475
(252
(147
(673
(820
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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 decreased by $18.8 million, or 1.7% from December 31, 2023. The decrease in deposits during the six months ended June 30, 2024 was primarily due to seasonal fluctuations of municipal depositors. At June 30, 2024, 55.9% of the Company's deposit base of $1.10 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 June 30, 2024 and December 31, 2023 is as follows:
Savings accounts
106,048
113,543
Time accounts
368,262
377,570
Time accounts in excess of $250,000
117,021
95,272
12,154
12,364
193,915
224,707
Demand deposit interest-bearing
128,168
119,321
Demand deposit noninterest-bearing
Mortgage escrow funds
7,121
Total Deposits
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 at the dates indicated:
Nonbrokered
Brokered
172,687
195,575
174,864
202,706
Time accounts of $250,000 or more
88,168
40,000
79,321
865,702
235,575
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 $290,000 in provision for credit losses for the three month period ended June 30, 2024, as compared to $1.1 million for the three month period ended June 30, 2023. The provisioning in the second quarter of 2024 and 2023
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reflects management’s determination of the appropriate level of additions to reserves, the composition of the loan portfolio, changes in quantifiable econometric data statistically correlated to historical charge-off rates, subjective qualitative assessments of changes in a broad array of factors including changes to underwriting criteria, loan staffing and local market conditions. This represents a $850,000 decrease in provision for credit losses in the second quarter of 2024, as compared to the same period in 2023. This decrease can be primarily attributed to the significant $1.1 million provision for credit losses in the second quarter of 2023, which related to two large commercial real estate and commercial loan relationships experiencing credit deterioration, which necessitated a higher provision to recognize the effects of increased risk within these relationships. The quarter ended June 30, 2024 provision for credit losses included an increase in specific reserves of approximately $665,000, partially offset by improvement in certain qualitative and other factors that resulted in a net increase in the provision for loans of $304,000. The remaining components in provision for credit losses was a net reduction of $14,000. The Bank's credit sensitive portfolios continue to be carefully monitored, and the Bank will consistently apply its loan classification and reserve building methodologies to the analysis of these portfolios. Please refer to the asset quality section below for a further discussion of asset quality as it relates to the allowance for credit losses.
There was a decrease in the provision for credit losses in the first six months of 2024 to $1.0 million, a decrease of $0.8 million from the same six months in 2023, which was $1.8 million. This decrease can also be primarily attributed to the aforementioned $1.1 million provision for credit losses in the second quarter of 2023.
The Company measures delinquency based on the amount of past due loans (defined as loans equal to or greater than 30 days past due) as a percentage of total loans. The ratio of delinquent loans to total loans was 4.8%, 5.5% and 3.8% at June 30, 2024, March 31, 2024 and December 31, 2023, respectively. Delinquent loans (numerator) increased $15.3 million from December 31, 2023 to March 31, 2024, but subsequently decreased by $7.1 million at June 30, 2024. Total loan balances (denominator) decreased $5.7 million and $3.4 million at March 31, 2024 and June 30 2024, respectively. The increase from December 31, 2023 to March 31, 2024 was driven by loans delinquent 30-59 days, which increased by $13.8 million. The decrease from March 31, 2024 to June 30, 2024 was attributed to a decrease of $15.7 million in loans delinquent 30-59 days partially offset by increases in both the 60-89 days and 90 days and over of $3.8 million and $4.8 million, respectively.
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Noninterest Income
The Company's noninterest income is primarily comprised of fees on deposit account balances and transactions, loan servicing, commissions, including insurance agency commissions, and net gains on sales of securities, loans, and foreclosed real estate.
The following table sets forth certain information on noninterest income for the periods indicated:
Change
8.9
12.1
16.8
7.6
67.2
43.9
70.5
(123
-28.4
-4.1
(34
-4.9
Other charges, commissions and fees
(9
-3.7
678
35.9
Noninterest income before gains
1,139
155
13.6
2,808
2,633
6.6
Gains (losses) on sales and redemptions of investment securities
0.0
(205
-280.8
Gain on sales of loans and foreclosed real estate
(77
-65.8
(84
-59.2
100.0
Losses on marketable equity securities
-17.8
-81.7
11.4
269
10.0
Noninterest income for the second quarter of 2024 amounted to $1.2 million, reflecting an increase of $124,000 compared to the same quarter of 2023. This increase can primarily be attributed to the factors influencing recurring noninterest income, which excludes volatile items such as unrealized gains or losses on equity securities, as well as nonrecurring gains on sales of loans, investment securities, foreclosed real estate, premises, and equipment.
Second quarter results reflect the Bank’s strategy to proactively seek out and capitalize on new opportunities to diversify and enhance recurring noninterest income’s contribution to total revenue. As the Bank moves forward with its growth strategy, noninterest income is anticipated to play an increasingly vital role in maintaining a well-balanced and resilient financial profile.
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Noninterest Expense
The following table sets forth certain information on noninterest expense for the periods indicated:
493
12.6
7.9
-6.6
(101
-5.5
13.9
4.1
193
38.4
21.1
-30.1
(151
-40.6
2.7
3.6
(35
-22.2
-7.6
(51
-18.0
-5.0
-40.9
-5.2
66.7
71.9
49.0
285
31.6
Total noninterest expenses
734
10.2
916
6.2
For the second quarter of 2024, the Bank reported noninterest expenses of $7.9 million. This represents an increase of approximately $734,000, or 10.2%, compared to the same period in 2023.
Noninterest expense in the six months ended June 30, 2024 was $15.6 million, an increase of $916,000, or 6.2%, when compared to the six months ended June 30, 2023. This increase was mostly due to a $639,000 increase in salaries and employee benefits, as well as a $219,000 increase in professional and other services. All other remaining noninterest expense categories had an aggregate increase of $58,000, or 0.4%.
The increase in salaries and benefits of $639,000 in the six months ended June 30, 2024 was driven by the aforementioned increases in headcount and wage inflation, and 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 increase in professional services in the six months ended June 30, 2024 was driven by the aforementioned $116,000 of nonrecurring expenses associated with a review of technology enhancements meant to drive improvements in operational efficiencies. The remaining increase in professional and other services of $103,000 was spread across several smaller consulting engagements.
Income Tax Expense
Income tax expense decreased $49,000 to $481,000, with an effective tax rate of 19.3%, for the quarter ended June 30, 2024, as compared to $530,000 with an effective tax rate of 21.2% for the same three month period in 2023. The decrease in income tax expense for the quarter ended June 30, 2024, as compared to the same quarter in 2023, was primarily driven by an increase in fluctuations in permanent tax differences The effective income tax rate decreased 1.9% to 19.3% for the three months ended June 30, 2024 as compared to 21.2% for the same three month period in 2023. The decrease in the tax
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rate in the second quarter of 2024, as compared to the same quarter in 2023, was primarily related to fluctuations in permanent tax differences.
Income tax expense decreased $186,000 to $1.0 million, with an effective tax rate of 19.5%, for the six months ended June 30, 2024, as compared to $1.2 million with an effective tax rate of 20.5%, for the same six month period in 2023. The decrease in income tax expense for the six months ended June 30, 2024, as compared to the same six month period in 2023, was primarily driven by the year-over-year decrease in income before taxes coupled with increases in permanent tax differences. The effective income tax rate decreased 1.0% to 19.5% for the six months ended June 30, 2024 as compared to 20.5% for the same six month period in 2023. The decrease in the tax rate in the six months ended June 30, 2024, as compared to the same period 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 historic and 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 $0.32 per share for the second quarter of 2024, as compared to $0.32 for the same prior year period. The earnings per share between these two periods was the same due to the consistent net income between these two time periods.
Basic and diluted earnings per Voting and Series A Non-Voting share were $0.66 for the six month period ended June 30, 2024, as compared to $0.75 for the same prior year period. The decrease in earnings per share between these two periods was due to the decrease in net income between these two time periods. Further information on earnings per share can be found in Note 3 of the unaudited consolidated financial statements of this Form 10-Q.
Changes in Financial Condition
Assets
Total assets decreased $19.6 million, or 1.34%, to $1.45 billion at June 30, 2024 as compared to December 31, 2023. This decrease was due primarily to decreases in cash and cash equivalents and total loans, partially offset by an increase in investment securities.
Total cash and cash equivalents totaled $31.8 million at June 30, 2024, a decrease of $16.9 million, or 34.7%, compared to $48.7 million at December 31, 2023. This decline was due to a decrease of $16.6 million in interest-earning deposits, slightly offset by an increase in cash and due from banks of $316,000. Loans totaled $888.3 million at June 30, 2024, a decrease of $8.9 million, or 1.0%, compared to $897.2 million at December 31, 2023. This decrease was primarily due to decreases of $8.5 million in total residential mortgage loans and $3.6 million in total consumer loans, partially offset by an increase of $3.1 million in commercial loans.
Total decreases in assets were partially offset by an increase in investment securities, including investment in FHLB-NY stock, of $3.8 million, or 0.8%, to $453.7 million at June 30, 2024, as compared to December 31, 2023. This increase was due to increases of $16.3 million in available-for-sale securities and $587,000 in marketable equity securities, partially offset by decreases of $13.0 million in held-to-maturity securities and $46,000 in FHLB-NY stock.
Liabilities
Total liabilities decreased $23.5 million, or 1.7%, to $1.32 billion at June 30, 2024 as compared to $1.35 billion at December 31, 2023. This decrease was due primarily to decreases in total deposits and long-term borrowings.
Total deposits decreased $18.8 million, or 1.7%, from $1.12 billion at December 31, 2023 to $1.10 billion at June 30, 2024. This decrease was due to a $17.8 million decrease in interest-bearing deposits, as well as a $1.0 million decrease in
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noninterest-bearing deposits. Long-term borrowed funds from FHLB-NY decreased $4.0 million, or 8.1%, to $45.9 million at June 30, 2024, as compared to $49.9 million at December 31, 2023.
The total decrease in liabilities was partially offset by a $1.9 million, or 1.5% increase in short-term borrowings from FHLB-NY, from $125.7 million at December 31, 2023 to $127.6 million at June 30, 2024.
Shareholders’ Equity
Shareholders' equity increased by $3.8 million, or 3.2%, from $119.5 million at December 31, 2023, to $123.3 million at June 30, 2024. This increase was primarily due to the Company’s recorded net income of $4.1 million, and a decrease in accumulated other comprehensive loss of $819,000, partially reduced by declared dividends to shareholders of $1.2 million.
Capital
Capital adequacy is evaluated primarily by the use of ratios which measure capital against total assets, as well as against total assets that are weighted based on defined risk characteristics. The Company’s goal is to maintain a strong capital position, consistent with the risk profile of its banking operations. This strong capital position serves to support growth and expansion activities while at the same time exceeding regulatory standards. At June 30, 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 June 30, 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 June 30, 2024:
Total Core Capital (to Risk-Weighted Assets)
159,635
16.04
79,599
8.00
99,499
10.00
104,474
10.50
Tier 1 Capital (to Risk-Weighted Assets)
147,131
14.79
59,699
6.00
84,574
8.50
Tier 1 Common Equity (to Risk-Weighted Assets)
44,775
4.50
64,674
6.50
69,649
7.00
Tier 1 Capital (to Assets)
10.30
57,139
4.00
71,423
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
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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.
Regulatory Capital Ratios (Bank only)
Total capital (to risk-weighted assets)
Total equity (GAAP)
142,957
137,943
(4,536
Intangible assets
(85
Addback: Accumulated other comprehensive income
8,786
9,605
Total Tier 1 Capital
Allowance for credit losses (subject to regulatory limits)
12,504
12,995
Total Tier 2 Capital
Total Tier 1 plus Tier 2 Capital (numerator)
Risk-weighted assets (denominator)
994,989
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
1,433,079
1,418,313
Adjusted assets (denominator)
1,428,467
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
16,391
2,409
Residential mortgage loans
1,549
20,349
Total nonperforming loans
277
Total nonperforming assets
24,550
17,378
20,626
Nonperforming loans to total loans
2.76
1.92
2.28
Nonperforming assets to total assets
1.70
1.19
1.48
Nonperforming assets include nonaccrual loans, and foreclosed real estate (‘‘FRE”).
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As indicated in the table above, nonperforming assets at June 30, 2024 were $24.6 million, and were $7.2 million higher than the $17.4 million reported at December 31, 2023 and $4.0 million higher than the $20.6 million reported at June 30, 2023. The increase in the nonperforming loans on June 30, 2024, as compared to December 31, 2023, was driven by the downgrade of one commercial real estate loan with a balance of $1.4 million, deterioration of several commercial loan relationships totaling $4.8 million, and $1.1 million in consumer relationships.
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 $16.9 million and $16.0 million at June 30, 2024 and December 31, 2023, respectively. The ratio of the allowance for credit losses to total loans was 1.89% as of June 30, 2024, as compared to 1.78% at December 31, 2023 and 2.07% at June 30, 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 June 30, 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 June 30, 2024 and December 31, 2023, the Company had $19.4 million and $22.6 million in loans, respectively, which were individually analyzed, having established specific reserves of $4.4 million and $3.7 million, respectively, on these loans. The $1.2 million decrease in specifically identified loans between these two dates was the result of a single relationship charge-off.
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 $40.6 million at June 30, 2024, an increase of $2.5 million, 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.
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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.
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 six months of 2024, as indicated in the consolidated statement of cash flows, the Company reported net cash flow from operating activities of $2.0 million and net cash inflows of $3.1 million related to investing activities. The net cash inflows from investing activities was generated principally by an increase of $9.0 million in net loan activity, offset by a $4.9 million decrease in net investment activity, and a $1.1 million decrease in premises and equipment. The Company reported net cash outflows from financing activities of $22.1 million, primarily due to a $18.8 million decrease in net deposit balances, a $2.2 million decrease in borrowings, and an aggregate decrease of $1.1 million in net cash from all other financing sources, including dividends paid to common voting and non-voting shareholders and warrants of $1.2 million.
The Bank’s management monitors liquidity on a continuous basis through a broad range of internal programs and considers effective liquidity management to be one of its primary objectives. At June 30, 2024 the Bank had deposits of $1.10 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 June 30, 2024, $56.7 million were insured through a long-standing reciprocal deposit program managed by a third-party entity. In addition, $100.1 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 $139.4 million in deposits, representing 12.7% of all deposits, that were considered to be uninsured at June 30, 2024.
The Company has a number of existing credit facilities available to it. At June 30, 2024, total credit available under the existing lines of credit was approximately $242.8 million at FHLBNY, the Federal Reserve Bank, and two other correspondent banks. At June 30, 2024, the Company had $173.4 million of the available lines of credit utilized on its existing lines of credit with the remainder of $69.4 million available.
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The Asset Liability Management Committee of the Company is responsible for implementing the policies and guidelines for the maintenance of prudent levels of liquidity. As of June 30, 2024, management reported to the Board of Directors that the Company is in compliance with its liquidity policy guidelines.
Off-Balance Sheet Arrangements
The Company is also a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. At June 30, 2024, the Company had $238.1 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 June 30, 2024 was $660,000 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 June 30, 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 June 30, 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 June 30, 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 June 30, 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
April 1, 2024 through April 30, 2024
74,292
May 1, 2024 through May 31, 2024
June 1, 2024 through June 30, 2024
Item 3 – Defaults Upon Senior Securities
None
Item 4 – Mine Safety Disclosures
Not applicable
Item 5 – Other Information
During the second 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)
August 14, 2024
/s/ James A. Dowd
James A. Dowd
President and Chief Executive Officer
/s/ Justin K. Bigham
Justin K. Bigham
Senior Vice President, Chief Financial Officer
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