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PBHC Pathfinder Bancorp

Filed: 29 Mar 21, 8:00pm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2020

OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File No. 001-36695

 

PATHFINDER BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

38-3941859

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

214 West First Street

Oswego, NY 13126

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code (315) 343-0057

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

 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes    No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definition 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

 

 

 

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

 

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 Act). Yes No

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price on June 30, 2020, as reported by the NASDAQ Capital Market ($9.54), was approximately $32.2 million.  

 

As of March 29, 2021, there were 4,540,520 shares outstanding of the Registrant’s common stock.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

Proxy Statement for the 2021 Annual Meeting of Shareholders of the Registrant (Part III).

 


TABLE OF CONTENTS

FORM 10-K ANNUAL REPORT

FOR THE YEAR ENDED

DECEMBER 31, 2020

PATHFINDER BANCORP, INC.

 

 

 

 

Page

PART I

 

 

 

Item 1.

Business

 

4

 

Item 1A.

Risk Factors

 

28

 

Item 1B.

Unresolved Staff Comments

 

28

 

Item 2.

Properties

 

29

 

Item 3.

Legal Proceedings

 

30

 

Item 4.

Mine Safety Disclosure

 

30

 

 

 

 

PART II

 

 

 

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

30

 

Item 6.

Selected Financial Data

 

31

 

Item 7.

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

 

35

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

63

 

Item 8.

Financial Statements and Supplementary Data

 

64

 

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 

141

 

Item 9A

Controls and Procedures

 

141

 

Item 9B.

Other Information

 

141

 

 

 

 

 

PART III

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

142

 

Item 11.

Executive Compensation

 

142

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

142

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

142

 

Item 14.

Principal Accounting Fees and Services

 

142

 

 

 

 

 

PART IV

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

 

143

 

Item 16.

Form 10-K Summary

 

145

 

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PART I

Forward-Looking Statements

When used in this Annual Report the words or phrases “will likely result”, “are expected to”, “will continue”, “is anticipated”, “estimate”, ”project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements are subject to certain risks and uncertainties. Actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ from those indicated in the forward-looking statements include, among others:

 

Credit quality and the effect of credit quality on the adequacy of our allowance for loan losses;

 

Deterioration in financial markets that may result in impairment charges relating to our securities portfolio;

 

Competition in our primary market areas;

 

Changes in interest rates and national or regional economic conditions;

 

Changes in monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board;

 

Significant government regulations, legislation and potential changes thereto;

 

A reduction in our ability to generate or originate revenue-producing assets as a result of compliance with heightened capital standards;

 

Increased cost of operations due to regulatory oversight, supervision and examination of banks and bank holding companies, and higher deposit insurance premiums;

 

Cyberattacks, computer viruses and other technological threats that may breach the security of our websites or other systems;

 

Technological changes that may be more difficult or expensive than expected;

 

Limitations on our ability to expand consumer product and service offerings due to consumer protection laws and regulations; and

 

Other risks described herein and in the other reports and statements we file with the SEC.

 

The ongoing progression of the outbreak of Coronavirus Disease 2019 (“COVID-19”), and the related economic disruptions caused directly or indirectly as a result of the outbreak, could adversely impact a broad range of industries in which the Company’s customers operate and thereby impair their ability to fulfill their financial obligations to the Company.  The outbreak has caused almost all public commerce and related business activities to be curtailed or limited, to varying degrees, with the goal of decreasing the rate of new infections and the future duration and severity of these limitations cannot be predicted with certainty.

The spread of the outbreak may continue to cause significant disruptions in the U.S. economy and may continue to disrupt banking and other financial activity in the areas in which the Company operates and could also potentially create widespread business continuity issues for the Company.  The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions.  If the global response to contain COVID-19 is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Undue reliance should not be placed on any such forward-looking statements, which speak only as of the date made.  The factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.  Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

 

  

 

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ITEM 1: BUSINESS

GENERAL

Pathfinder Bancorp, Inc.

Pathfinder Bancorp, Inc. (the "Company") is a Maryland corporation headquartered in Oswego, New York. The primary business of the Company is its investment in Pathfinder Bank (the "Bank") which is 100% owned by the Company.  The Company is subject to supervision and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”).  Pathfinder Bank is a commercial bank chartered by the New York State Department of Financial Services (the “NYSDFS”).    

The Company owns a non-consolidated Delaware statutory trust subsidiary, Pathfinder Statutory Trust II, of which 100% of the common equity is owned by the Company.  Pathfinder Statutory Trust II was formed in connection with the issuance of $5.2 million in trust preferred securities.

At December 31, 2020 and 2019, 4,531,383 and 4,709,238 shares of Company common stock were outstanding, respectively.  In addition, the Company had 1,380,283 and 1,155,283 shares of Series B convertible perpetual preferred stock outstanding at December 31, 2020 and 2019, respectively.

At December 31, 2020, the Company had total consolidated assets of $1.2 billion, total deposits of $995.9 million and shareholders' equity of $97.5 million plus a noncontrolling interest of $266,000, which represents the 49% of the FitzGibbons Agency, LLC not owned by the Company.

The Company's executive office is located at 214 West First Street, Oswego, New York and the telephone number at that address is (315) 343-0057.  Its internet address is www.pathfinderbank.com.  Information on our website is not and should not be considered to be a part of this report.

Pathfinder Bank

The Bank is a New York-chartered commercial bank and its deposit accounts are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”) through the Deposit Insurance Fund (“DIF”).  The Bank is subject to extensive regulation by the NYSDFS, as its chartering agency, and by the FDIC, as its deposit insurer and primary federal regulator.  The Bank is a member of the Federal Home Loan Bank of New York (“FHLBNY”) and is also subject to certain regulations by the Federal Home Loan Bank System.  

The Bank is primarily engaged in the business of attracting deposits from the general public in the Bank's market area, and investing such deposits, together with other sources of funds, in loans secured by commercial and residential real estate, and commercial business and consumer assets other than real estate.  In addition, the Bank originates unsecured small business and consumer loans.  The Bank also invests a portion of its assets in a broad range of debt securities issued by the United States Government and its agencies and sponsored enterprises, state and municipal governments and agencies, and corporations. The Company also invests in mortgage‑backed securities issued or guaranteed by United States Government sponsored enterprises, collateralized mortgage obligations and similar debt securities issued by both government sponsored entities and private (non-governmental) issuers, and asset-backed securities that are generally issued by private entities.  The Company invests primarily in debt securities but will, within certain regulatory limits, invest from time to time in mutual funds and equity securities. The Bank's principal sources of funds are deposits, principal and interest payments on loans and investments, as well as borrowings from correspondent financial institutions.  The principal source of the Company’s income is interest on loans and investment securities. The Bank's principal expenses are interest paid on deposits and borrowed funds, employee compensation and benefits, data processing and facilities.

 

The Bank also owns 100% of Whispering Oaks Development Corp. (“Whispering Oaks”), a New York corporation that is retained to operate or develop real estate-related projects.  At December 31, 2020, Whispering Oaks operated a small tenant-occupied commercial building that houses an ATM facility for the Bank, and, through a wholly-owned second-tier subsidiary, is the sole limited partner in an unconsolidated special-purpose real estate management partnership.  The partnership currently operates a low-income residential housing facility. The activities of Whispering Oaks resulted in a pre-tax loss of $34,000 in 2020.  

 

Additionally, the Bank owns 100% of Pathfinder Risk Management Company, Inc., which was established to record the 51% controlling interest upon the December 2013 purchase of the FitzGibbons Agency, an Oswego County property, casualty and life insurance brokerage business with approximately $955,000 in annual revenues.  The activities of Pathfinder Risk Management Company, Inc. resulted in pre-tax income of $196,000 in 2020.  The Company’s 51% controlling interest in this entity resulted in income of $100,000 for the Company on a consolidated basis in 2020.

 

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Human Capital Resources

Our Mission

Our Mission, which is thoroughly communicated to all of our team members, is “To foster relationships with individuals and businesses within our communities to be the financial provider of choice.  Our goal is to continually enhance the value of the Bank for the benefit of our shareholders, customers, employees and communities.”

 

Our Values  

Our workplace culture is grounded in our customer and employee value proposition.  We have adopted a formally-stated set of Values, which are also engrained in our human capital resource management programs.  These Values state that we are:

 

 

Competent Professionals

 

Service-Driven

 

A Family

 

Respectful

 

Compassionate

 

Proud

 

Honest

 

Each of the Values, outlined above, are further defined in our internal communications, training programs and team-oriented activities.  

  

Human Capital

The success of our business is highly dependent on our team members, who provide value to our customers and communities through their dedication to our mission and values.  We define, exemplify and foster our culture by the Values listed above. We value our team members by investing in a healthy work-life balance, competitive compensation and benefit packages, and a vibrant, team-oriented environment centered on professional service and open communication amongst team members. We strive to build and maintain a high-performing culture by creating a work environment that attracts and retains outstanding, engaged team members who embody our company mantra of “Local. Community. Trust.

Demographics

At December 31, 2020, we employed 183 team members, of which 157 were full-time and 12 were part-time.  In addition, the Company employed an additional 14 team members who were hired on a temporary basis for purposes that were primarily related to the Company’s response to the Covid-19 pandemic. Our staff is comprised of approximately 75% women.  At December 31, 2019, we employed 162 team members across our three-county footprint.

At December 31, 2020, approximately 39% of our staff is employed at our bank branch and loan production offices, with the remainder of our team employed within all other functional areas, including our customer-facing electronic commerce and call center units.  None of these employees are represented by a collective bargaining agreement and management considers its relationship with employees to be good. During fiscal year 2020 we hired 53 employees, of which ten were specifically hired, on a temporary basis, to support instituted COVID-19 safety protocols in the branches.  Our voluntary turnover rates for the previous three years are as follows:

Year

Voluntary Turnover %

 

2020

13.2%

 

2019

18.8%

 

2018

10.2%

 

 

Diversity and Inclusion

We seek to hire well-qualified team members who are, at least as importantly, a good fit for our value system.  Our selection and promotion processes are without bias and include the active recruitment of minorities and women. With a commitment to equality, inclusion and workplace diversity, we focus on understanding, accepting, and valuing the differences between people. To accomplish this, we have established a Diversity, Equity and Inclusion Committee made up of eight employee representatives comprised of team members located throughout our market footprint. Our goal is to build and leverage a diverse and inclusive workforce and workplace by building leadership capability and organizational capacity, this requires all team members to do their part. Management must possess diversity and inclusion competencies to lead and manage an engaged workforce. All team members must treat their colleagues with respect by listening to different viewpoints, opinions, thoughts and ideas and embracing a culture of inclusion.

 

- 5 -

 


A commitment to diversity and inclusion is essential to reflecting the values of our team members and the society we serve today. It makes business sense because it helps us to attract and retain the best talent, it enables us to understand and meet clients' needs more effectively and so provide a better quality service. We continued our commitment to equal employment opportunity through a robust affirmative action plan which includes annual compensation analyses and ongoing reviews of our selection and hiring practices alongside a continued focus on building and maintaining a diverse workforce.

 

For the year 2020, the population of our workforce was as follows:

 

Ethnicity

%

 

American Indian or Alaska Native

 

0.6

%

Asian

 

2.7

%

Black or African American

 

1.1

%

Two or more races (Not Hispanic or Latino)

 

2.1

%

White

 

93.4

%

 

Age Demographics

Age Range

Total

18-25

41

26-35

40

36-45

42

46-55

22

56-65

32

Over 65

6

Grand Total

183

 

Compensation and Benefits

We provide a competitive compensation and benefits program to help meet the needs of our team members. In addition to salaries, these programs include annual bonuses, stock awards, a 401(k) Plan with an employer matching contribution in addition to an employer-paid annual contribution, healthcare and other insurance benefits, health savings, flexible spending accounts, paid time off, family leave and an employee assistance program.

 

Learning and Development

We invest in the growth and development of our team members by providing a multi-dimensional approach to learning that empowers, intellectually grows, and professionally develops our colleagues. We encourage and support the growth and development of our team members and, wherever possible, seek to fill positions by promotion and transfer from within the organization. Continual learning and career development is advanced through performance and development conversations between team members and their managers, internally developed training programs, customized corporate training engagements and educational reimbursement programs. Reimbursement is available to team members enrolled in pre-approved degree or certification programs at accredited institutions that teach skills or knowledge relevant to our business, in compliance with Section 127 of the Internal Revenue Code, and for seminars, conferences, and other training events team members attend in connection with their job duties.

 

Health and Safety

The safety, health and wellness of our team members is a top priority. The COVID-19 pandemic presented a unique challenge with regard to maintaining employee safety while continuing successful operations. Through teamwork and the adaptability of our management and staff, we were able to (1) transition, over a short period of time, to effectively working from remote locations and (2) ensure a safely-distanced working environment for team members when physically present at each of our locations. We continue to maintain electronic self-reporting procedures to track, on a daily basis, out-of-market travel, potential contact exposures and other factors that would call for additional individual-specific attention related to the potential spread of COVID-19 within the Company.  All team members are asked not to come to work when they experience signs or symptoms of a possible COVID-19 illness and have been provided additional paid time off to cover compensation during such absences. On an ongoing basis, we further promote the health and wellness of our team members by strongly encouraging work-life balance, offering flexible work schedules, keeping the employee portion of health care premiums to a minimum and sponsoring various wellness programs.

 


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Retention Efforts

Employee retention helps us operate efficiently and achieve one of our business objectives. We believe our commitment to living out our core values, actively prioritizing concern for our team members ’ well-being, supporting our team members ’ career goals, offering competitive wages and providing valuable fringe benefits aids in retention of our top-performing team members . In addition, nearly all of our team members are stockholders of the Company through participation in our Employee Stock Ownership Plan, which aligns employee and stockholder interests by providing stock ownership on a tax-deferred basis at no investment cost to our employees. At December 31, 2020, over 32% of our current staff had been with us for ten years or more.

MARKET AREA AND COMPETITION

Market Area

We provide financial services to individuals, families, small to mid-size businesses and municipalities through our seven branch offices located in Oswego County, NY, three branch offices located in Onondaga County, NY and one limited purpose office located in Oneida County, NY.  Our primary lending market area includes both Oswego and Onondaga Counties.  However, our primary deposit generating area is concentrated in Oswego County and in the areas surrounding our Onondaga County branches.

The economies of Oswego County and Onondaga County are based primarily on manufacturing, energy production, heath care, education, and government.  In addition to financial services, the broader Central New York market has a more diverse array of economic sectors, including food processing production and transportation. The region has more recently also developed particular strength in the commercialization of certain emerging technologies such as bio-processing, medical devices, aircraft systems and renewable energy.

Based on recent independent market survey reports, median home values were $166,600 in Onondaga County and $129,900 in Oswego County at the end of 2020.  Home values have shown only modest increases in recent years within the Syracuse, NY metro area, including Onondaga and Oswego Counties.  This modest increase in home values within the area followed a period in which home values within the area exhibited relative stability compared to many other areas of the country during the most recent economic recession that began in 2008.  

Competition

Pathfinder Bank encounters strong competition both in attracting deposits and in originating real estate and other loans.  Our most direct competition for deposits and loans comes from commercial banks, savings institutions and credit unions in our market area, including money-center banks such as JPMorgan Chase & Co. and Bank of America, regional banks such as M&T Bank and Key Bank N. A., and community banks such as NBT Bank and Community Bank N.A., all of which have substantially greater total assets than we do. Local credit unions, some of which also have more assets than the Company, are particularly strong competitors for consumer deposits and consumer loans.  In addition, potential new competitors may be emerging that are generically defined as financial technology (also referred to as “FinTech” or “fintech”) companies. These entities seek to employ new technology and various forms of innovation in order to compete with traditional methods of delivering financial services. The advanced use of smartphones for mobile banking, automated investing services and cryptocurrency are examples of such technologies. Financial technology companies consist of both well-capitalized startup entities, divisions of established financial institutions and/or established technology companies.  These entities seek to replace or supplement the financial services provided by established financial service entities, such as the Company. Many established financial institutions are now implementing, or planning to implement, various forms of fintech solutions and technologies in order to broaden their product and service offerings and/or to gain improved competitive positions in this emerging marketplace. Some of these technologies either have been implemented to varying degrees by the Bank, or will be available to the Bank for future implementation through its network of service providers and computer system vendors.  It cannot be predicted with certainty at this time how effective these new competitors will be in our marketplace or what costs the Company will incur in the future to implement and maintain competitive technologies.

Our primary focus is to build and develop profitable consumer and commercial customer relationships while maintaining our role as a community bank.  We compete for deposits by offering depositors a high level of personal service, a wide range of competitively-priced financial services, and a well distributed network of branches, ATMs, and electronic banking. We compete for loans through our competitive pricing, our experienced and active loan officers, local knowledge of our market and local decision making, strong community support and involvement, and a highly reputable brand. In the five years immediately preceding the onset of the Covid-19 pandemic in the first quarter of 2020, overall economic activity in the local marketplace and, more specifically, demand for commercial and residential loans grew significantly. This growth in overall loan demand in our market area also attracted increased competition from financial institutions for those loans. Additionally, some of our competitors offer products and services that we do not offer, such as trust services and private banking.  

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As of June 30, 2020, based on the most recently-available FDIC data, we had the largest market share in Oswego County, representing 47.6% of all deposits, and we additionally held 1.8% of all deposits in Onondaga County.  In addition, when combining both Oswego and Onondaga Counties, we have the fifth largest market share of sixteen institutions, representing 6.8% of the total market.  

LENDING ACTIVITIES

General

Our primary lending activities are originating commercial real estate and commercial loans, the vast majority of which have periodically adjustable rates of interest, and one-to-four family residential real estate loans, the majority of which have fixed rates of interest.  Our loan portfolio also includes municipal loans, home equity loans and lines and consumer loans.  In order to diversify our loan portfolio, increase our revenues, and make our loan portfolio less interest rate sensitive, the Company has actively sought to increase its commercial real estate and commercial business lending activities, consistent with safe and sound underwriting practices. Accordingly, we offer adjustable-rate commercial mortgage loans and floating rate commercial loans and lines of credit.

Commercial Real Estate Loans

Over the past several years, we have focused on originating commercial real estate loans, and we believe that commercial real estate loans will continue to provide growth opportunities for us.  We expect to increase, subject to our underwriting standards and market conditions, this business line in the future with a target loan size of $500,000 to $2.0 million to small businesses and real estate projects in our market area. Commercial real estate loans are secured by properties such as multi-family residential, office, retail, warehouse and owner-occupied commercial properties.  

Our commercial real estate underwriting policies provide that such real estate loans are typically made in amounts up to 80% of the appraised value of the property.  Commercial real estate loans are offered with interest rates that are generally fixed for up to three or five years then are adjustable based on the FHLBNY advance rate. Contractual maturities generally do not exceed 20 years.  In reaching a decision whether to make a commercial real estate loan, we consider market conditions, operating trends, net cash flows of the property, the borrower’s expertise and credit history, and the appraised value of the underlying property. We will also consider the terms and conditions of the leases and the stability of the tenant base.  We generally require that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before interest, taxes, depreciation and amortization divided by interest expense and current maturities of long term debt) of at least 120%.  Environmental due diligence is generally conducted for commercial real estate loans.  Typically, commercial real estate loans made to corporations, partnerships and other business entities require personal guarantees by the owners of 20% or more of the borrowing entity.

A commercial real estate borrower’s financial condition is monitored on an ongoing basis by requiring current financial statements, rent rolls, payment history reviews, property inspections and periodic face-to-face meetings with the borrower.  We generally require borrowers with aggregate outstanding balances exceeding $100,000 to provide annual updated financial statements and/or federal tax returns.  These requirements also apply to all guarantors on these loans.

Loans secured by commercial real estate generally have greater credit risk than one-to-four family residential real estate loans.  The increased credit risk associated with commercial real estate loans is a result of several factors, including larger loan balances concentrated with a limited number of borrowers, the impact of local and general economic conditions on the borrower’s ability to repay the loan.  Furthermore, the repayment of loans secured by commercial real estate properties typically depends upon the successful operation of the real property securing the loan.  If the cash flows from the property are reduced, the borrower’s ability to repay the loan may be impaired.  However, commercial real estate loans generally have higher interest rates than loans secured by one-to-four family residential real estate.

Commercial Loans

We typically originate commercial loans, including commercial term loans and commercial lines of credit, on the basis of a borrower’s ability to make repayment from the cash flows of the borrower’s business, conversion of current assets in the normal course of business (for seasonal working capital lines), the industry and market in which they operate, experience and stability of the borrower’s management team, earnings projections and the underlying assumptions, and the value and marketability of any collateral securing the loan.  As a result, the availability of funds for the repayment of commercial loans and commercial lines of credit is substantially dependent on the success of the business itself and the general economic environment in our market area.  Therefore, commercial loans and commercial lines of credit that we originate have greater credit risk than one-to-four family residential real estate loans.  

Commercial term loans are typically secured by equipment, furniture and fixtures, inventory, accounts receivable or other business assets, or, in some circumstances, such loans may be unsecured.  From time to time, we also originate commercial loans that are

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guaranteed by the United States Small Business Administration (“SBA”) or United States Department of Agriculture (“USDA”) loan programs.  Over the past several years, we have focused on increasing our commercial lending and our business strategy is to continue to increase our originations of commercial loans to small businesses in our market area, subject to our underwriting standards and market conditions.  Our commercial loans are generally comprised of adjustable-rate loans, indexed to the prime rate, with terms consisting of three to seven years, depending on the needs of the borrower and the useful life of the underlying collateral.  We make commercial loans to businesses operating in our market area for purchasing equipment, property improvements, business expansion or working capital.  If a commercial loan is secured by equipment, the maturity of a term loan will depend on the useful life of the equipment purchased, the source of repayment for the loan and the purpose of the loan.  We generally obtain personal guarantees on our commercial loans.

The Bank also participated in the Paycheck Protection Program (“PPP”), a specialized low-interest loan program funded by the U.S. Treasury Department and administered by the U.S. Small Business Administration (“SBA”) pursuant to the CARES Act and subsequent legislation.  PPP loans have an interest rate of 1.0% and a two-year or five-year loan term to maturity. The SBA guarantees 100% of the PPP loans made to eligible borrowers.  The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and the loan proceeds are used for qualifying expenses. Through December 31, 2020, the Bank has received approval from the SBA for 699 loans totaling approximately $75.3 million through this program. The program was extended at least through the first quarter of 2021. The Bank is participating in the second round of PPP.   The Bank is now also assisting borrowers with the loan forgiveness phase of the process. As of this filing, the Company has submitted 312 loans totaling approximately $33.7 million to the SBA for forgiveness.

Our commercial lines of credit are typically adjustable rate lines, indexed to the prime interest rate.  Generally, our commercial lines of credit are secured by business assets or other collateral, and generally payable on-demand pursuant to an annual review.  Since the commercial lines of credit may expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements.

Residential Real Estate Loans

As noted above, we have shifted our primary lending focus in recent years towards originating more commercial real estate and commercial loans.  However, we have retained our significant presence in the local marketplace for lending activities concentrated on originating one-to-four family, owner-occupied residential mortgage loans.  Substantially all of these loans are secured by properties located in our market area.  

We currently offer one-to-four family residential real estate loans with terms up to 30 years that are generally underwritten according to Federal National Mortgage Association (“Fannie Mae”) guidelines, and we refer to loans that conform to such guidelines as “conforming loans.”  We generally originate both fixed-rate and adjustable-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency, which as of December 31, 2020, was generally $510,400 for single-family homes in our market area.

Conforming loans are generally saleable at management’s discretion, we hold our one-to-four family residential real estate loans in our portfolio but do sell mortgages into the secondary market, at management’s discretion, as a source of liquidity or as a means of managing interest-rate risk. Such loan sales were conducted on a limited basis in 2019 and to a substantially more significant degree in 2020.  The increase in residential mortgage sales in 2020 was directly related to significant increases in the volume of 20- and 30-year mortgage loans originated by the Bank in 2020.  This increase in originated volume was primarily due to increased customer demand for mortgage loans resulting from declines in mortgage interest rates. A significant portion of our retained loan portfolio consists of fixed-rate one-to-four family residential real estate loans with terms in excess of 15 years.  We also originate one-to-four family residential real estate loans secured by non-owner occupied properties. However, we generally do not make loans in excess of 80% loan-to-value on non-owner occupied properties.

For most owner-occupied one-to-four family residential real estate loans with loan-to-value ratios of between 80% and 95%, we require the borrower to obtain private mortgage insurance (“PMI”).   Our lending policies limit the maximum loan-to-value ratio on both fixed-rate and adjustable-rate owner-occupied mortgage loans to 80% of the appraised value of the collateralized property, with the exception of a limited use product which allows for loans up to 90% with no PMI.  For first mortgage loan products, we require the borrower to obtain title insurance. We also require homeowners’ insurance, fire and casualty, and, if necessary, flood insurance on properties securing real estate loans.  We do not, and have never offered or invested in, one-to-four family residential real estate loans specifically designed for borrowers with sub-prime credit scores, including interest-only, negative amortization or payment option adjustable-rate mortgage loans.

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Our fixed-rate one-to-four family residential real estate loans include loans that generally amortize on a monthly basis over periods between 10 to 30 years.  Fixed-rate one-to-four family residential real estate loans often remain outstanding for significantly shorter periods than their contractual terms because borrowers have the right to refinance or prepay their loans.

Our adjustable-rate one-to-four family residential real estate loans generally consist of loans with initial interest rates fixed for one, three, or five years, and annual adjustments thereafter are indexed based on changes in the one-year United States Treasury bill constant maturity rate.  Our adjustable-rate mortgage loans generally have an interest rate adjustment limit of 200 basis points per adjustment, with a maximum lifetime interest rate adjustment limit of 600 basis points.  In the current low interest rate environment, we have not originated a significant amount of adjustable-rate mortgage loans. Although adjustable-rate one-to-four family residential real estate loans may reduce, to an extent, our vulnerability to changes in market interest rates because they periodically re-price, as interest rates increase the required payments due from a borrower also increase (subject to rate caps), thereby increasing the potential for default by the borrower.  At the same time, the ability of the borrower to repay the loan and the marketability of the underlying collateral may be adversely affected by higher interest rates.  Upward adjustments of the contractual interest rate are also limited by our maximum periodic and lifetime rate adjustments.

Residential Construction Loans

Our one-to-four family residential real estate loan portfolio also includes residential constructions loans.  Our residential construction loans generally have initial terms of up to six months, subject to extension, during which the borrower pays interest only.  Upon completion of construction, these loans typically convert to permanent loans secured by the completed residential real estate.   Our construction loans generally have rates and terms comparable to residential real estate loans that we originate. 

Tax-exempt Loans

We make loans to local governments and municipalities for either tax anticipation or for small expenditure projects, including equipment acquisitions and construction projects.  Our municipal loans are generally fixed for a term of one year or less, and are generally unsecured.  Interest earned on municipal loans is tax exempt for federal tax purposes, which enhances the overall yield on each loan.  Generally, the municipality will have a deposit relationship with us along with the lending relationship.

We also make tax-exempt loans to commercial borrowers based on obligations issued by a state or local authority to provide economic development such as the state dormitory authority.

Home Equity Loans and Junior Liens

Home equity loans and junior liens are made up of lines of credit secured by owner-occupied and non-owner occupied one-to-four family residences and second and third real estate mortgage loans. Home equity loans and home equity lines of credit are generally underwritten using the same criteria that we use to underwrite one-to-four family residential mortgage loans.  We typically originate home equity loans and home equity lines of credit on the basis of the applicant's credit history, an assessment of the applicant's ability to meet existing obligations and payments on the proposed loan, and the value of the collateral securing the loan.  Home equity loans are offered with fixed interest rates.  Lines of credit are offered with adjustable rates, which are indexed to the prime rate, and with a draw period of up to 10 years and a payback period of up to 20 years.  The loan-to-value ratio for our home equity loans is generally limited to 80% when combined with the first security lien, if applicable.  The loan to value of our home equity lines of credit is generally limited to 80%, unless the Bank holds the first mortgage.  If we hold the first mortgage, we will permit a loan to value of up to 90%, and we adjust the interest rate and underwriting standards to compensate for the additional risk.

For all first lien position mortgage loans, we use outside independent appraisers.  For second position mortgage loans where we also hold the existing first mortgage, we will use the lesser of the existing appraisal amount used in underwriting the first mortgage or assessed value.  For all other second mortgage loans, we will use a third-party service which gathers all data from real property tax offices and gives the property a low, middle and high value, together with similar properties for comparison.  The middle value from the third-party service will be the value used in underwriting the loan. If the valuation method for the loan amount requested does not provide a value, or the value is not sufficient to support the loan request and it is determined that the borrower(s) are credit worthy, a full appraisal may be ordered.

Home equity loans and junior liens secured by junior mortgages have greater risk than one-to-four family residential mortgage loans secured by first mortgages.  We face the risk that the collateral will be insufficient to compensate us for loan losses and costs of foreclosure, after repayment of the senior mortgages, if applicable. When customers default on their loans, we attempt to work out the relationship in order to avoid foreclosure because the value of the collateral may not be sufficient to compensate us for the amount of the unpaid loan and we may be unsuccessful in recovering the remaining balance from those customers. Moreover, decreases in real estate values could adversely affect our ability to fully recover the loan balance in the event of a default.

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Consumer Loans

We are authorized to make loans for a variety of personal and consumer purposes and our consumer loan portfolio consists primarily of automobile, recreational vehicles and unsecured personal loans, as well as unsecured lines of credit and loans secured by deposit accounts.  Our procedure for underwriting consumer loans includes an assessment of the applicant’s credit history and ability to meet existing obligations and payments for the proposed loan, as well as an evaluation of the value of the collateral security, if any.  

Consumer loans generally entail greater credit-related risk than one-to-four family residential mortgage loans, particularly in the case of loans that are unsecured or are secured by assets that tend to depreciate in value, such as automobiles. As a result, consumer loan collections are primarily dependent on the borrower’s continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.  In these cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan, and the remaining value often does not warrant further substantial collection efforts against the borrower.

The Company will invest from time to time in pools of collateralized consumer loans originated and serviced by financial institutions operating outside of the Company’s primary market area.  Third party-originated consumer loan pools are generally acquired primarily when, in the view of management, they offer superior risk vs. return characteristics to debt securities. Such pools will, in some instances, have projected economic advantages in terms of yield and/or other portfolio characteristics, such as interest rate risk sensitivity, superior to debt securities that would otherwise be purchased and are acquired to increase the overall performance characteristics of the Company’s interest earning-asset portfolios viewed as a whole.  Loans acquired through these transactions are required by the Company’s internal policies to be underwritten to standards that are consistent with those of the Company’s own underwriting guidelines and internal practices.  Pre-purchase due diligence is performed that includes a thorough review of the originating institution’s regulatory compliance procedures, underwriting practices and individual loan documentation.  Since these pools are subject to borrower credit default and are collateralized by out-of-market assets, the Company relies on the best efforts of the originating institution, acting as the loans’ servicer, to collect on the loans within the pool and to mitigate losses due to such defaults.  Such mitigation efforts include the orderly and timely liquidation of loan collateral, as necessary.  Accordingly, such loan pools have both the credit risk typically associated with consumer loans and servicer risk components that are carefully monitored by the Company on an ongoing basis.

Loan Originations, Purchases, Sales and Servicing

We benefit from a number of sources for our loan originations, including real estate broker referrals, existing customers, borrowers, builders, attorneys, and “walk-in” customers. Our loan origination activity may be affected adversely by a rising interest rate environment which may result in decreased loan demand.  Other factors, such as the overall health of the local economy and competition from other financial institutions, can also impact our loan originations.  Although we originate both fixed-rate and adjustable-rate loans, our ability to generate each type of loan depends upon borrower demand, market interest rates, borrower preference for fixed-rate versus adjustable-rate loans, and the interest rates offered on each type of loan by other lenders in our market area.  These lenders include commercial banks, savings institutions, credit unions, and mortgage banking companies that also actively compete for local real estate loans. Accordingly, the volume of loan originations may vary from period to period.

The majority of the fixed rate residential loans that are originated each year meet the underwriting guidelines established by Fannie Mae. While infrequent, in the past, we have sold residential mortgage loans in the secondary market, and we may do so in the future, although we continue to service loans once they are sold.

From time to time, although infrequent, we may purchase commercial real estate loan participations in which we are not the lead lender. In these circumstances, we follow our customary loan underwriting and approval policies. We also have participated out portions of commercial and commercial real estate loans that exceeded our loans-to-one borrower legal lending limit and for purposes of risk diversification. 

In recent years, the Bank has purchased broadly-diversified pools of essentially homogenous loans from originators outside of the Bank’s market area.  These originators generally specialize in loan types, such as consumer loans, other than those loan types that the Bank specializes in.  These loans, which are generally relatively short in duration, are acquired to provide supplementary interest income as well as to provide improvements to the Bank’s overall asset/liability mix, particularly with respect to interest rate risk.  Third party-originated loan pools are acquired primarily when, in the view of management, they offer superior risk vs. return characteristics to debt securities.  Such loans are generally acquired through the facilitation of third-party brokerages and are serviced in perpetuity by the originating entries or their designees. Funding for loan purchases of this type is generally obtained through incremental usage of brokered deposits and/or other forms of borrowed funds.  The Bank intends to purchase similar pools of loans on an occasional basis in the future if and when management believes that it is economically advantageous to do so.

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At December 31, 2020 the Bank held eleven pools of loans originated by seven unaffiliated third-party lenders with an aggregate amortized historical cost of $79.7 million. Of this total, $16.8 million in aggregate amortized historical cost relates to two loan pools acquired in 2020, $58.8 million in aggregate amortized historical cost relates to seven loan pools acquired in 2019, and $4.1 million in aggregate amortized historical cost relates to two loan pools acquired before 2019. Purchased loans have certain credit risk profiles distinct from those of the Bank’s self-originated portfolio, most especially the portion of the purchased loans that are classified as unsecured consumer loans.  At December 31, 2020, the Bank held $18.2 million, $17.0 million, and $5.5 million in purchased pooled loans secured by residential real estate, automobiles, and commercial & industrial collateral, respectively.   In addition, the Bank held $39.0 million in purchased unsecured consumer loans at December 31, 2020.  The loans within these pools have performed substantially as anticipated since their acquisition dates and, in many cases, have contractually-specified credit enhancement provisions provided by the Sellers that continue to reduce the Bank’s realized and potential credit exposures with respect to these loan pools.  Nonperforming and delinquent loans within these loan pools are reported on an aggregate basis as components of the Bank’s overall loan performance statistics at December 31, 2020 and December 31, 2019, respectively.

The purchased pools of loans were subject to prepurchase analyses led by a team of the Bank’s senior executives and credit analysts.  In each case, the Bank’s analytical processes considered 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 environments, the collateral enhancements and other credit loss mitigation factors offered by the seller and the capabilities and financial stability of the servicing entities involved.  In the view of management, 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.  In addition, these loan pools generally have significant underlying loan collateral and/or one or more of the following forms of credit enhancement: (1) contractual rights of loan substitution in the event of individual loan defaults, (2) retention of a portion of the principal amount of each loan by the seller, or (3) contractually-specified credit enhancement reserves accumulated from the collected cash flows generated by borrowers’ repayment activities in excess of those cash flows due to the Bank. Management believes that the substantial level of diversification within these loan pools and the presence of other mitigation factors, specific to each of the acquired pools in varying degrees, provides significant overall reduction of the potential credit risks inherent in these purchases.  The performance of all purchased loan pools are monitored regularly from detailed reports and remittance reconciliations provided at least monthly by the servicing entities.                

Loan Approval Procedures and Authority

The Bank’s lending activities follow written, non-discriminatory underwriting standards and loan origination procedures established by management and the board of directors.  Our policies are designed to provide loan officers with guidelines on acceptable levels of risk, given a broad range of factors.  The loan approval process is intended to assess the borrower’s ability to repay the loan, the viability of the loan and the adequacy of the value of the collateral that will secure the loan, if applicable.

The board of directors grants loan officers individual lending authority to approve extensions of credit.  The level of authority for loan officers varies based upon the loan type, total relationship, form of collateral and risk rating of the borrower. Each loan officer is charged with the responsibility of achieving high credit standards.  Individual lending authority can be increased, suspended or removed by the board of directors, as recommended by the President or Executive Vice President and Chief Banking Officer.

If a loan is in excess of any individual loan officer’s lending authority, the extension of credit must be referred to the Officer Loan Committee (“OLC”).  The OLC is comprised of the President (serving as chairman), the Executive Vice President and Chief Banking Officer (serving as chair in the absence of the President), the Executive Vice President, Chief Operating Officer, as well as other members of the management team and retail and commercial lenders as may be appointed by the President. The OLC has authority to approve all commercial loans, and one-to-four family residential real estate loans where the total related credit is $1.2 million or less which are not within the lenders’ individual authority.  In addition, the OLC may approve all municipal loans, where the total related credit is $2.5 million or less, and the individual loan amount is $2.5 million or less for rated municipal loans, and $1.5 million for unrated credits. The OLC has the authority to approve all consumer loans where the total related credit is $2.5 million or less and the individual loan amount is $200,000 for unsecured loans or $750,000 for secured loans. The Executive Loan Committee, which consists of members of the Bank’s board of directors, must approve all extensions of credit in excess of the limits for the OLC and lenders individual authority.

Loans to One Borrower

Under New York law, New York commercial banks are subject to loans-to-one borrower limits, which are substantially similar as those applicable to national banks, which generally restrict loans to one borrower to an amount equal to 15% of unimpaired capital and unimpaired surplus, which was $17.6 million at December 31, 2020, on an unsecured basis, and an additional amount equal to 10% of unimpaired capital and unimpaired surplus, which was $11.7 million at December 31, 2020, if the loan is secured by readily marketable collateral (generally, financial instruments and bullion, but not real estate), subject to exceptions.  

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Additionally, our internal loan policies limit the total related credit to be extended to any one borrower (after application of the rules of attribution), with respect to any and all loans with the Bank to 10% of tier 1 and 2 capital, subject to certain exceptions.  The indebtedness includes all credit exposure whether direct or contingent, used or unused.

ASSET QUALITY

Loan Delinquencies and Collection Procedures

When a loan becomes delinquent, we make attempts to contact the borrower to determine the cause of the delayed payments and seek a solution to permit the loan to be brought current within a reasonable period of time.  The outcome can vary with each individual borrower.  In the case of mortgage loans and consumer loans, a late notice is sent 15 days after an account becomes delinquent.  If delinquency persists, notices are sent at the 30 day delinquency mark, the 45 day delinquency mark and the 60 day delinquency mark.  We also attempt to establish telephone contact with the borrower early on in the process.  In the case of residential mortgage loans, included in every late notice is a letter that includes information regarding home-ownership counseling.  As part of a workout agreement, we will accept partial payments during the month in order to bring the account current.  If attempts to reach an agreement are unsuccessful and the customer is unable to comply with the terms of the workout agreement, we will review the account to determine if foreclosure is warranted, in which case, consistent with New York law, we send a 90 day notice of foreclosure and then a 30 day notice before legal proceedings are commenced. A consumer final demand letter is sent in the case of a consumer loan.  In the case of commercial loans and commercial mortgage loans, we follow a similar notification practice with the exception of the previously mentioned information on home-ownership counseling.  In addition, commercial loans do not require 90 day notices of foreclosure.  Generally, commercial borrowers only receive 10 day notices before legal proceedings can be commenced.  Commercial loans may experience longer workout times that may trigger a need for a loan modification that could meet the requirements of a troubled debt restructured loan.

Impaired Loans, Non-performing Loans and Troubled Debt Restructurings

The policy of the Bank is to provide a continuous assessment of the quality of its loan portfolio through the maintenance of an internal and external loan review process. The process incorporates a loan risk grading system designed to recognize degrees of risk on individual commercial and mortgage loans in the portfolio. Management is responsible for monitoring of asset quality and risk grade designations, which are communicated to the board on a regular basis.

We generally cease accruing interest on our loans when contractual payments of principal or interest have become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing.  A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured.  When a loan is placed on non-accrual status, unpaid interest credited to income is reversed.  Interest received on non-accrual loans generally is applied against principal or interest if it is recognized on the cash basis method. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, generally for a minimum of six months, and the ultimate collectability of the total contractual principal and interest is no longer in doubt.  

Our Allowance for Loan and Lease Losses policy (“ALLL”) establishes criteria for selecting loans to be measured for impairment based on the following:

Residential and Consumer Loans:

 

All loans rated substandard or worse, on nonaccrual, and above our total related credit (“TRC”) threshold balance of $300,000.

 

All Troubled Debt Restructured Loans

Commercial Lines and Loans, Commercial Real Estate and Tax-exempt loans:

 

All loans rated substandard or worse, on nonaccrual, and above our TRC threshold balance of $100,000.

 

All Troubled Debt Restructured Loans  

Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses as compared to the loan carrying value.

Troubled Debt Restructurings (“TDR”)

TDRs are loan restructurings in which we, for economic or legal reasons related to an existing borrower’s financial difficulties, grant a concession to the debtor that we would not otherwise consider. Typically, a troubled debt restructuring involves a modification of

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terms of debt, such as reduction of the stated interest rate for the remaining original life of the debt, extension of the maturity date at a stated interest rate lower than the current market rate for new debt with similar risk, reduction of the face amount of the debt, or reduction of accrued interest.  We consider modifications only after analyzing the borrower’s current repayment capacity, evaluating the strength of any guarantors based on documented current financial information, and assessing the current value of any collateral pledged.  These modifications are made only when there is a reasonable and attainable workout plan that has been agreed to by the borrower and that is in our best interests.  Some examples of residential TDRs include restructures encouraged by the Federal Government’s HAMP and HARP Programs, in which we have participated.

Loans on non-accrual status at the date of modification are initially classified as non-accrual troubled debt restructurings.  Our policy provides that troubled debt restructured loans are returned to accrual status after a period of satisfactory and reasonable future payment performance under the terms of the restructuring.  Satisfactory payment performance is generally no less than six consecutive months of timely payments and demonstrated ability to continue to repay.

Pursuant to the CARES Act and subsequent legislation, financial institutions have the option to temporarily suspend certain requirements under U.S. generally accepted accounting principles related to troubled debt restructurings for a limited period of time to account for the effects of COVID-19. This provision allows a financial institution the option to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020 and the earlier of (i) January 1, 2022 or (ii) 60 days after the end of the COVID-19 national emergency. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. The Bank elected to adopt these provisions of the CARES Act.

Foreclosed real estate

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

Loan delinquencies together with properties within our Foreclosed Real Estate portfolio are reviewed monthly by the board of directors.

Classified Assets

Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered by the FDIC to be of lesser quality, as “substandard,” “doubtful” or “loss.”  An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected.  Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.”  Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific allowance for loan losses is not warranted.  Assets that do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are designated as “special mention” by our management.

When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances in an amount deemed prudent by management to cover losses that are both probable and reasonable to estimate.  General allowances represent allowances which have been established to cover accrued losses associated with lending activities that are both probable and reasonable to estimate, but which, unlike specific allowances, have not been allocated to particular problem assets.  When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount.  An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the regulatory authorities, which may require the establishment of additional general or specific allowances.

In connection with the filing of our periodic regulatory reports and in accordance with our classification of assets policy, we continuously assess the quality of our loan portfolio and we regularly review the loans in our loan portfolio to determine whether any loans require classification in accordance with applicable regulations.  Loans are listed on the “watch list” initially because of emerging financial weaknesses even though the loan is currently performing in accordance with its terms, or delinquency status, or if

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the loan possesses weaknesses although currently performing.  Management reviews the status of our loan portfolio delinquencies, by loan types, with the full board of directors on a monthly basis.  Individual classified loan relationships are discussed as warranted. If a loan deteriorates in asset quality, the classification is changed to “special mention,”  “substandard,”  “doubtful” or “loss” depending on the circumstances and the evaluation. Generally, loans 90 days or more past due are placed on nonaccrual status and classified “substandard.”

We also employ a risk grading system for our loans to help assure that we are not taking unnecessary and/or unmanageable risk.  The primary objective of the loan risk grading system is to establish a method of assessing credit risk to further enable management to measure loan portfolio quality and the adequacy of the allowance for loan losses.  Further, we contract with an external loan review firm to complete a credit risk assessment of the loan portfolio on a regular basis to help determine the current level and direction of our credit risk.  The external loan review firm communicates the results of their findings to the Executive Loan Committee in writing and by periodically attending the Executive Loan Committee meetings. Any material issues discovered in an external loan review are also communicated immediately to the President of the Bank.  See Note 5 to the consolidated financial statements for further details on the Company’s credit quality indicators that define our risk grading system.

Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the date of the statement of condition and it is recorded as a reduction of loans.  The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated.  Management performs a quarterly evaluation of the adequacy of the allowance.  The allowance is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries.  Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance.  All or part of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all or part of the principal balance is highly unlikely.  Non-residential consumer loans are generally charged off no later than 120 days past due on a contractual basis, unless productive collection efforts are providing results.  Consumer loans may be charged off earlier in the event of bankruptcy, or if there is an amount that is deemed uncollectible.  No portion of the allowance for loan losses is restricted to any individual loan type and the entire allowance is available to absorb any and all loan losses.

The allowance is based on three major components which are: (i) specific components for impaired loans, (ii) recent historical losses and several qualitative factors applied to a general pool of loans, and (iii) an unallocated component.

The first component is the specific allowance that relates to loans that are classified as impaired.  For these loans, an allowance is established when the discounted cash flows or collateral value of the impaired loan are lower than the carrying value of the loan.  A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Impairment is measured by either the present value of the expected future cash flows discounted at the loan’s effective interest rate or the fair value of the underlying collateral if the loan is collateral dependent.  The majority of our loans utilize the fair value of the underlying collateral.  Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and shortfalls on a case-by case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length and reason for the delay, the borrower’s prior payment record and the amount of shortfall in relation to what is owed.

The second component is the general allowance which covers pools of loans, by loan class, not considered impaired, smaller balance homogenous loans, such as residential real estate, home equity and other consumer loans.  These pools of loans are evaluated for loss exposure based on historical loss rates for each of these categories of loans. The ratio of net charge-offs to loans outstanding within each loan class over the most recent eight quarters, lagged by one quarter, is used to generate the historical loss rates.  

In addition, qualitative factors are added to the historical loss rates in arriving at the total allowance for loan losses needed for this general pool of loans.  The qualitative factors include changes in national and local economic trends, including in 2020 the impact of the COVID-19 pandemic, the rate of growth in the portfolio, trends of delinquencies and nonaccrual balances, changes in loan policy, and changes in lending management experience and related staffing.  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.

The third component may consist of an unallocated allowance which is maintained to cover uncertainties that could affect management’s estimate of probable losses.  The unallocated component of the allowance, when present, reflects an additional margin for potential imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.  This component would typically be appropriate in times of significant economic dislocations or uncertainties in

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either, or both, the local and national economies.  The unallocated allowance generally comprises less than 10% of the total allowance for loan losses and can be as little as 0% of total allowance.

When a loan is determined to be impaired, we will reevaluate the collateral which secures the loan. For real estate loans, we will obtain a new appraisal or broker’s opinion, whichever is considered to provide the most accurate value in the event of sale. An evaluation of equipment held as collateral will be obtained from an independent firm able to provide such an evaluation. Collateral will be inspected not less than annually for all impaired loans and will be reevaluated not less than every two years.  Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value.  The discounts also include estimated costs to sell the property. For commercial and industrial loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable agings or equipment appraisals or invoices.  Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

Large groups of homogeneous loans, including purchased loans, are evaluated for impairment in the aggregate.  Accordingly, we do not separately identify individual residential mortgage loans with outstanding principal balances less than $300,000, home equity and other consumer loans for impairment disclosures. We make exceptions to this general rule when such loans are (1) rated substandard or worse, on nonaccrual status and are related to borrowers with total related credit exposure in excess of our threshold balance of $300,000; or (2) the loans are subject to a troubled debt restructuring agreement.  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 loan losses is adjusted, through the provision for loan 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 loan losses on the purchase date of the loan pools.

In addition, the FDIC and NYSDFS, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management.  Based on management’s comprehensive analysis of the loan portfolio, we believe the current level of the allowance for loan losses is adequate.

INVESTMENT AND HEDGING ACTIVITIES

Our investment policy is established by the board of directors. Our investment policy dictates that investment decisions will be made based on the safety of the investment, liquidity requirements, potential returns, cash flow targets, and consistency with our interest rate risk management objectives. The Asset Liability Management Committee (the “ALCO”) of the board of directors acts in the capacity of an investment committee and is responsible for overseeing our investment program and evaluating on an ongoing basis our investment policy and objectives. Our President, Chief Operating Officer and Chief Financial Officer have the authority to purchase and sell securities within specific guidelines established by the investment policy.  All transactions are reviewed by the board of directors at its regular meetings.

The general objectives of the investment securities portfolio are to assist in the overall interest rate risk management of the Bank, while generating a reasonable rate of return consistent with the risk of purchased principal, provide a source of liquidity, and reduce our overall credit risk profile. We also purchase securities to provide necessary liquidity for day-to-day operations and when investable funds exceed loan demand and to provide highly liquid assets under collateralization arrangements related to municipal deposits. The effect that the proposed security purchase would have on our overall credit and interest rate risk profile and our risk-based equity ratios is also considered in evaluating the timing, mix and characteristics of investment security purchases.  

All investment securities purchased/held must meet regulatory guidelines and be permissible bank investments.  Our investment securities include a broad range of debt securities issued by the United States Government and its agencies and sponsored enterprises, state and municipal governments and agencies, and corporations. The Company also invests in mortgage‑backed securities issued or guaranteed by United States Government sponsored enterprises, collateralized mortgage obligations and similar debt securities issued by both government sponsored entities and private (non-governmental) issuers, and asset-backed securities that are generally issued by private entities.  The Company invests primarily in debt securities but will from time to time also invest, within certain regulatory limits, in mutual funds and equity securities.  

All securities purchased are classified at the time of purchase as either held-to-maturity or available-for-sale. We do not maintain a trading account. Securities purchased with the intent and ability to hold until maturity will be classified as held-to-maturity. Securities placed in the held-to-maturity category will be accounted for at amortized cost.

Securities that do not qualify or are not categorized as held-to-maturity are classified as available-for-sale. This classification includes securities that may be sold in response to changes in interest rates, the security's prepayment risk, liquidity needs, the availability of

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and the yield on alternative investments, and funding sources and terms. These securities are reported at fair value, which is determined on a monthly basis.  Unrealized gains and losses are reported as a separate component of capital, net of tax. The aggregate change in value of the portfolio is reported to the board of directors monthly.

The composition of the investment portfolio is substantially the same for securities classified as both held-to-maturity and available-for-sale, although the portion of the securities portfolio classified as available-for-sale generally has a higher concentration of shorter-term, and/or more liquid assets.  Such securities are held as part of the Bank’s liquidity management programs.  The Bank holds a significant portion of its investment securities in mortgage-backed securities and collateralized mortgage obligations (many, but not all of which are issued by government-sponsored enterprises) and direct federal government and federal agency obligations.  Federal agency issuers include the Federal Farm Credit Bank, Federal Home Loan Bank, Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Government National Mortgage Association (“Ginnie Mae”), among others. For a discussion on mortgage backed securities, see “Mortgage-Backed Securities and Collateralized Mortgage Obligations.”

As part of our membership in the FHLBNY, we are required to maintain a dividend-earning investment in FHLBNY stock. This investment is classified separately from securities due to significant restrictions on sale or transfer of the stock.  For further information regarding our securities portfolio, see Note 4 to the consolidated financial statements.

MORTGAGE-BACKED SECURITIES AND COLLATERALIZED MORTGAGE OBLIGATIONS

We purchase mortgage-backed securities and collateralized mortgage obligations guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae.  In recent years, the Bank has also increased the level of its investments in mortgage-backed securities and collateralized mortgage obligations issued by private entities. These securities are generally senior tranches, and most often the most senior tranche, of multi-class issuances that provide substantial credit enhancements to their senior tranches and therefore reasonable, but not absolute, protection for the Bank from the risks of default. We invest in mortgage-backed securities and collateralized mortgage obligations to achieve positive interest rate spreads with minimal administrative expense, and to lower our credit risk through geographic diversification. These securities are generally relatively short in duration and therefore reduce the Bank’s sensitivity to changes in interest rates.  All privately issued mortgage-backed securities held by the Bank at December 31, 2020 were either rated at or above the lowest investment grade for credit quality by a nationally-recognized statistical rating organization (a “NRSRO”) or were the most senior tranches of securitizations that were not rated by a NRSRO at the time of the securities’ issuance.  We regularly monitor the credit quality of this portfolio. At December 31, 2020, no securities held by the Bank in this category had been downgraded by a NRSRO.    

Mortgage-backed securities and collateralized mortgage obligations are created by pooling mortgages and issuing a security with an interest rate which is less than the interest rate on the underlying mortgages. These securities typically represent a participation interest in a pool of single- or multi-family mortgages and certain types of commercial real estate loans, although we generally focus our investments on mortgage related securities backed by one-to-four family real estate loans. The issuers of such securities pool and resell the participation interests in the form of securities to investors such as the Bank, and in the case of government agency sponsored issues, guarantee the payment of principal and interest to investors. Mortgage-backed securities and collateralized mortgage obligations generally yield less than the loans that underlie such securities because of the cost of payment guarantees, if any, and credit enhancements. These securities, which are most often fixed-rate, are usually substantially more liquid than individual mortgage loans.

Investments in collateralized mortgage obligations involve a risk that actual prepayments may differ from estimated prepayments over the life of the security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments, thereby changing the net yield on such securities.  There is also reinvestment risk associated with the cash flows from such securities or if such securities are redeemed by the issuer.  In addition, the market value of such securities may be adversely affected in a rising interest rate environment, particularly since vast majority our collateralized mortgage obligations have a fixed rate of interest.  The relatively short weighted average remaining life of our collateralized mortgage obligation portfolio mitigates our potential risk of loss in a rising interest rate environment.

ASSET-BACKED SECURITIES

We also purchase asset-backed securities issued by private entities.  These securities typically represent a participation interest in a pool of non-mortgage loans. Asset-backed securities are created by pooling homogenous non-mortgage loans (such as unsecured consumer loans) and issuing a security with an interest rate which is less than the interest rate on the underlying loan notes. The issuers of such securities pool and resell the participation interests in the form of securities to investors such as the Bank. Asset-backed securities generally yield less than the loans that underlie such securities because of the cost of credit enhancements. These securities, which may be fixed or adjustable-rate are usually substantially more liquid than individual loans.

 

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The securities of the type the Bank typically invests in are collateralized by consumer loans or commercial business trade receivables and are generally senior tranches of multi-class issuances. These tranches are offered with substantial credit enhancements and therefore reasonable, but not absolute, protection for the Company from the risks of default.  We invest in asset-backed securities to achieve positive interest rate spreads with minimal administrative expense, and to lower our credit risk through geographical and asset-type diversification.  These securities are generally relatively short in duration and therefore reduce the Bank’s sensitivity to changes in interest rates.  All asset-backed securities held by the Bank at December 31, 2020 were either rated at or above the lowest investment grade for credit quality by a NRSRO or were the most senior tranches of securitizations that were not rated by a NRSRO at the time of the securities’ issuance.  We regularly monitor the underlying credit quality of this portfolio. At December 31, 2020, no securities held by the Bank in this category had been downgraded by a NRSRO.

SOURCES OF FUNDS

General

Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also rely on advances from the FHLBNY, the Certificates of Deposit Account Registry Service (“CDARS”) provided by an independent third-party, Promontory Interfinancial Network, and other deposits acquired through unaffiliated third-party financial institutions as forms of brokered deposits. In addition to deposits and borrowings, we derive funds from scheduled loan payments, investment maturities, loan prepayments, retained earnings and income on interest-earning assets. While scheduled loan payments and income on interest-earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing market interest rates, economic conditions and competition from other financial institutions.

Deposits

A majority of our depositors are persons or businesses who work, reside or operate in Oswego and Onondaga Counties. We offer a variety of deposits, including checking, savings, money market deposit accounts, and certificates of deposit.  Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate. We establish interest rates, maturity terms, service fees and withdrawal penalties on a periodic basis. Management determines the rates and terms based on rates paid by competitors, our need for funds or liquidity, overall growth goals and federal and state regulations.  The flow of deposits is influenced significantly by general economic conditions, changes in interest rates and competition. The variety of deposit accounts that we offer allows us to be competitive in generating deposits and to respond with flexibility to changes in our customers’ demands. We believe that deposits are a stable source of funds, but our ability to attract and maintain deposits at favorable rates will be affected by market conditions, including competition and prevailing interest rates. In addition, the Bank holds municipal deposits, which have been a more seasonally volatile source of funds.

The CDARS program is a form of a brokered deposit facility in which we have been a participant since 2009.  In addition to offering depositors enhanced FDIC insurance coverage, being a participant in CDARS allows us to fund our balance sheet through the CDARS’ One-Way Buy program. This program uses a competitive bid process for available deposits, up to a varying amount that was approximately $50 million at any one weekly bidding session as of December 31, 2020, at specified terms.  These deposits work well for us because of their weekly availability, coupled with their short term duration, which allows us to more closely mirror our funding needs.   We believe this arrangement is a viable source of funding provided that we maintain our “well-capitalized” status.  See Note 11 to the consolidated financial statements for further details on our brokered deposits.

In addition, from time to time, the Bank will acquire larger blocks of brokered deposits, outside of the CDARS program, that are obtained from unaffiliated third-party financial institutions. These brokered deposits generally have modestly longer maturity dates than the CDARS deposits, can be acquired in more substantial block size, and generally have issuance rates similar to the CDARS program.  

 

Brokered deposits are employed by the Bank’s management to supplement the funding that the Bank obtains from customer deposits and other borrowings, principally from the FHLBNY, and are used to increase the overall efficiency of the Bank’s funding mix. Management intends to continue to use brokered deposits in the future as an integral part of its overall funding strategies.

Borrowings

The Bank has a number of existing credit facilities available to it.  At December 31, 2020, the Bank had existing lines of credit at FHLBNY, the Federal Reserve Bank (“FRB”), and two other correspondent banks. We obtain advances primarily from the FHLBNY utilizing the security of the common stock we own in the FHLBNY and qualifying residential mortgage loans as collateral, provided certain standards related to creditworthiness are met.  These advances are made pursuant to several credit programs, each of which has its own interest rate and range of maturities. FHLBNY advances are generally available to meet seasonal and other withdrawals of deposit accounts and to permit increased lending.

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Subordinated Loans

The Company has a non-consolidated subsidiary trust, Pathfinder Statutory Trust II, of which the Company owns 100% of the common equity.  The Trust issued $5,000,000 of 30-year floating rate Company-obligated pooled capital securities of Pathfinder Statutory Trust II (“Floating-Rate Debentures”).  The Company borrowed the proceeds of the capital securities from its subsidiary by issuing floating rate junior subordinated deferrable interest debentures having substantially similar terms.  The capital securities mature in 2037 and are treated as Tier 1 capital by the FDIC and the FRB.  The capital securities of the trust are a pooled trust preferred fund of Preferred Term Securities VI, Ltd., with interest rates that reset quarterly, and are indexed to the 3-month London Interbank Offered Rate (“LIBOR)” plus 1.65%. These securities have a five-year call provision. The Company guarantees all of these securities.

As currently scheduled, The United Kingdom’s Financial Conduct Authority (“FCA”), the organization responsible for regulating LIBOR, will cease publishing LIBOR indices at the end of 2021. The Alternative Reference Rates Committee (the “ARRC”), formed by the FRB and the Federal Reserve Bank of New York, has been charged with developing an alternative rate that will replace LIBOR in the United States (U.S. dollar-denominated LIBOR).  The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as the rate that represents best practice for use in U.S. dollar-denominated LIBOR derivatives and other financial contracts.  Accordingly, SOFR currently represents the ARRC's preferred alternative to LIBOR.  However, the replacement of LIBOR is a highly complex task due to the large number and aggregate magnitude of currently-outstanding LIBOR-based contracts, as well as the broad range of users of these indices.  As a result, there are a number of significant objections to the adoption of the SOFR index that have been brought forth for consideration by a wide-range of entities.  Management has analyzed the Company’s aggregate exposure to instruments that are indexed to LIBOR (including the Company’s acquired loan participations, fixed-income investments, hedging instruments and the Floating-Rate Debentures) and concluded that the adoption of SOFR, or another similar index that may ultimately be promulgated by the ARRC, will not materially impact the Company or the results of its operations.

The Company's equity interest in the trust subsidiary is included in other assets on the Consolidated Statements of Financial Condition at December 31, 2020 and 2019.  For regulatory reporting purposes, the Federal Reserve has indicated that the preferred securities will continue to qualify as Tier 1 Capital subject to previously specified limitations, until further notice. If regulators make a determination that Trust Preferred Securities can no longer be considered in regulatory capital, the securities become callable and the Company may redeem them.

On October 15, 2015, the Company executed a $10.0 million non-amortizing Subordinated Loan (the “2015 Subordinated Loan”) with an unrelated third party that is scheduled to mature on October 1, 2025. The Company has the right to prepay the 2015 Subordinated Loan on the first day of any calendar quarter after October 15, 2020 without penalty. The annual interest rate charged to the Company will be 6.25% through the maturity date of the 2015 Subordinated Loan.  The 2015 Subordinated Loan is senior in the Company’s credit repayment hierarchy only to the Company’s common equity and preferred stock and, as a result, qualifies as Tier 2 capital for all future periods when applicable.  The Company paid $172,000 in origination and legal fees as part of this transaction.  These fees were amortized over the life of the 2015 Subordinated Loan through its first call date using the effective interest method.  The effective cost of funds related to this transaction was 6.44% calculated under this method through October 15, 2020 and is and will be 6.25% thereafter until the stated maturity date.  Interest expense, related to this borrowing, of $650,000 and $650,000 was recorded in the years ended December 31, 2020 and 2019, respectively.

On October 14, 2020, the Company executed a private placement of $25.0 million of its 5.50% Fixed to Floating Rate non-amortizing Subordinated Loan (the “2020 Subordinated Loan”) to certain qualified institutional buyers and accredited institutional investors. The 2020 Subordinated Loan has a maturity date of October 15, 2030 and initially bear interest, payable semi-annually, at a fixed annual rate of 5.50% per annum until October 15, 2025.  Commencing on that date, the interest rate applicable to the outstanding principal amount due will be reset quarterly to an interest rate per annum equal to the then current three month Secured Overnight Financing Rate (SOFR) plus 532 basis points, payable quarterly until maturity. The Company may redeem the 2020 Subordinated Loan at par, in whole or in part, at its option, any time after October 15, 2025 (the first redemption date).  The 2020 Subordinated Loan is senior in the Company’s credit repayment hierarchy only to the Company’s common equity and preferred stock and, and any future senior indebtedness and is intended to qualify as Tier 2 capital for regulatory capital purposes for the Company.  The Company paid $783,000 in origination and legal fees as part of this transaction.  These fees will be amortized over the life of the 2020 Subordinated Loan through its first redemption date using the effective interest method, giving rise to an effective cost of funds of 6.22% from the issuance date calculated under this method.  Accordingly, interest expense of $327,000 was recorded in the year ended December 31, 2020 related to this transaction.

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SUPERVISION AND REGULATION

General

Pathfinder Bank is a New York-chartered commercial bank and the Company is a Maryland corporation and a registered bank holding company. The Bank’s deposits are insured up to applicable limits by the FDIC. The Bank is subject to extensive regulation by NYSDFS, as its chartering agency, and by the FDIC, its primary federal regulator and deposit insurer. The Bank is required to file reports with, and is periodically examined by, the FDIC and the NYSDFS concerning its activities and financial condition and must obtain regulatory approvals prior to entering into certain transactions, including, but not limited to, mergers with or acquisitions of other financial institutions. As a registered bank holding company, the Company is regulated by the Federal Reserve Board.  

The regulatory and supervisory structure establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of depositors and the deposit insurance funds, rather than for the protection of shareholders and creditors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies concerning the establishment of deposit insurance assessment fees, classification of assets and establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulatory requirements and policies, whether by the New York State legislature, the NYSDFS, the FDIC, the Federal Reserve Board or the United States Congress, could have a material adverse impact on the financial condition and results of operations of the Company and the Bank.

Set forth below is a summary of certain material statutory and regulatory requirements applicable to the Company and the Bank. The summary is not intended to be a complete description of such statutes and regulations and their effects on the Company and the Bank.

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)

The CARES Act, which became law on March 27, 2020, provided over $2 trillion to combat the coronavirus disease (COVID-19) and stimulate the economy. The law had several provisions relevant to financial institutions, including:

 

Allowing institutions not to characterize loan modifications relating specifically to the COVID-19 pandemic as a troubled debt restructuring and also allowing them to suspend the corresponding impairment determination for accounting purposes, if there are no impairment triggers other than those related to the pandemic;

 

Temporarily reducing the community bank leverage ratio alternative available to institutions of less than $10 billion of assets to 8%;

 

The establishment of the Paycheck Protection Program (the “PPP”), a specialized low-interest forgivable loan program funded by the U.S. Treasury Department and administered through the SBA’s 7(a) loan guaranty program to support businesses affected by the COVID-19 pandemic; and

 

The ability of a borrower of a federally-backed mortgage loan (VA, FHA, USDA, Freddie Mac and Fannie Mae) experiencing financial hardship due, directly or indirectly, to the COVID-19 pandemic, to request forbearance from paying their mortgage by submitting a request to the borrower’s servicer affirming their financial hardship during the COVID-19 emergency. Such a forbearance could be granted for up to 180 days, subject to extension for an additional 180-day period upon the request of the borrower. During that time, no fees, penalties or interest beyond the amounts scheduled or calculated as if the borrower made all contractual payments on time and in full under the mortgage contract could accrue on the borrower’s account.  Except for vacant or abandoned property, the servicer of a federally-backed mortgage was prohibited from taking any foreclosure action, including any eviction or sale action, for not less than the 60-day period beginning March 18, 2020, extended by federal mortgage-backing agencies to at least June 30, 2021.

The Dodd-Frank Act

The Dodd-Frank Act significantly changed bank regulation and has affected the lending, investment, trading and operating activities of depository institutions and their holding companies. The Dodd-Frank Act created the Consumer Financial Protection Bureau with extensive powers to supervise and enforce consumer protection laws.  The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices.  Banks and savings institutions with $10 billion or less in assets, such as Pathfinder Bank, continue to be examined by their applicable federal bank regulators.  The Dodd-Frank Act also gave state attorneys general the ability to enforce applicable federal consumer protection laws.

The Dodd-Frank Act broadened the base for FDIC assessments for deposit insurance and permanently increased the maximum amount of deposit insurance to $250,000 per depositor.  The Dodd-Frank Act also, among other things, required originators of certain

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securitized loans to retain a portion of the credit risk, stipulated regulatory rate-setting for certain debit card interchange fees, repealed restrictions on the payment of interest on commercial demand deposits and contained a number of reforms related to mortgage originations.  The Dodd-Frank Act increased the ability of shareholders to influence boards of directors by requiring companies to give shareholders a non-binding vote on executive compensation and so-called “golden parachute” payments.  

The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 (the “EGRRCPA”)

On May 24, 2018, the EGRRCPA was enacted, which repealed or modified certain provisions of the Dodd-Frank Act and eased regulations on all financial institutions with the exception of the largest banks. The EGRRCPA’s provisions include, among other items: (i) exempting banks with less than $10 billion in assets from the ability-to-repay requirements for certain qualified residential mortgage loans held in portfolio; (ii) not requiring appraisals for certain transactions valued at less than $400,000 in rural areas; (iii) exempting banks that originate fewer than 500 open-end and 500 closed-end mortgages from HMDA’s expanded data disclosures; (iv) clarifying that, subject to various conditions, reciprocal deposits of another depository institution obtained using a deposit broker through a deposit placement network for purposes of obtaining maximum deposit insurance would not be considered brokered deposits subject to the FDIC’s brokered-deposit regulations; (v) raising eligibility for the 18-month exam cycle from $1 billion to banks with $3 billion in assets; and (vi) simplifying capital calculations by requiring regulators to establish for institutions under $10 billion in assets a community bank leverage ratio at a percentage not less than 8% and not greater than 10%; that such institutions may elect to replace the general applicable risk-based capital requirements for determining well-capitalized status.  In addition, the law required the Federal Reserve Board to raise the asset threshold under its Small Bank Holding Company Policy Statement from $1 billion to $3 billion for bank or savings and loan holding companies that are exempt from consolidated capital requirements, provided that such companies meet certain other conditions such as not engaging in significant nonbanking activities.

New York Bank Regulation

Pathfinder Bank derives its lending, investment, branching and other authority primarily from the applicable provisions of New York State Banking Law and the regulations of the NYSDFS, as limited by federal laws and regulations.  Under these laws and regulations, commercial banks, including Pathfinder Bank, may invest in real estate mortgages, consumer and commercial loans, certain types of debt securities, including certain corporate debt securities and obligations of federal, state and local governments and agencies, certain types of corporate equity securities and certain other assets.  Under the statutory authority for investing in equity securities, a bank may invest up to 2% of its assets or 20% of its capital, whichever is less in exchange-registered corporate stock.  Investment in the stock of a single corporation is limited to the lesser of 1% of the bank’s assets or 15% of the Bank’s capital.  The Bank’s authority to invest in equity securities is constrained by federal law, as explained later.  Such equity securities must meet certain earnings ratios and other tests of financial performance.  A bank may also exercise trust powers upon approval of the NYSDFS.  Pathfinder Bank does not presently have trust powers.

New York State chartered banks may also invest in subsidiaries.  A bank may use this power to invest in corporations that engage in various activities authorized for banks, plus any additional activities that may be authorized by the NYSDFS.  

Furthermore, New York banking regulations impose requirements on loans which a bank may make to its executive officers and directors and to certain corporations or partnerships in which such persons have equity interests.  These requirements include that (i) certain loans must be approved in advance by a majority of the entire board of directors and the interested party must abstain from participating directly or indirectly in voting on such loan, (ii) the loan must be on terms that are not more favorable than those offered to unaffiliated third parties, and (iii) the loan must not involve more than a normal risk of repayment or present other unfavorable features.

Under the New York State Banking Law, the Superintendent may issue an order to a New York State chartered banking institution to appear and explain an apparent violation of law, to discontinue unauthorized or unsafe practices and to keep prescribed books and accounts.  Upon a finding by the NYSDFS that any director, trustee or officer of any banking organization has violated any law, or has continued unauthorized or unsafe practices in conducting the business of the banking organization after having been notified by the Superintendent to discontinue such practices, such director, trustee or officer may be removed from office after notice and an opportunity to be heard.  The Bank does not know of any past or current practice, condition or violation that may lead to any proceeding by the Superintendent or the NYSDFS against the Bank or any of its directors or officers.  

New York State Community Reinvestment Regulation  

Pathfinder Bank is also subject to provisions of the New York State Banking Law which imposes continuing and affirmative obligations upon banking institutions organized in New York State to serve the credit needs of its local community (“NYCRA”) which are substantially similar to those imposed by the Federal Community Reinvestment Act (“CRA”).  Pursuant to the NYCRA, a bank must file copies of all federal CRA reports with the NYSDFS.  The NYCRA requires the NYSDFS to make a written assessment of a bank’s compliance with the NYCRA every 24 to 36 months, utilizing a four-tiered rating system and make such assessment available to the public.  The NYCRA also requires the Superintendent to consider a bank’s NYCRA rating when reviewing a bank’s application

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to engage in certain transactions, including mergers, asset purchases and the establishment of branch offices or automated teller machines, and provides that such assessment may serve as a basis for the denial of any such application. Pathfinder Bank’s NYCRA most recent rating, dated December 31, 2018, was “satisfactory.”      

Federal Regulations

Capital Requirements. Federal regulations require federally insured depository institutions to meet several minimum capital standards:  a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets of 8.0%, and a 4.0% Tier 1 capital to total assets leverage ratio.  These capital requirements were effective January 1, 2015 and are the result of a final rule implementing recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act.

In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, all assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset.  Higher levels of capital are required for asset categories believed to present greater risk.  Common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings.  Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital.  Additional Tier 1 capital includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries.  Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital.  Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt.  Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income, up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values.  Pathfinder Bank exercised the opt-out election.  Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.  In assessing an institution’s capital adequacy, regulators take into consideration, not only these numeric factors, but qualitative factors as well, and has the authority to establish higher capital requirements for individual institutions when and where deemed necessary.

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management personnel 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.  Notwithstanding the foregoing, pursuant to the EGRRCPA, the FDIC finalized a rule that established a community bank leverage ratio (“CBLR”). The CBLR (Tier 1 capital to average consolidated assets) was established at 9% for institutions under $10 billion in assets and such institutions may elect to utilize the CBLR threshold level of capital in lieu of the generally-applicable risk-based capital requirements under Basel III.  Such institutions that meet the CBLR threshold and certain other qualifying criteria will automatically be deemed to be well-capitalized. The new rule took effect on January 1, 2020.  Pursuant to the CARES Act, the federal banking agencies issued final rules to set the Community Bank Leverage Ratio at 8% beginning in the second quarter of 2020 through the end of 2020. Beginning in 2021, the Community Bank Leverage Ratio will increase to 8.5% for the calendar year. Community banks will have until January 1, 2022, before the Community Bank Leverage Ratio requirement will return to 9%. A financial institution can elect to be subject to this new definition. The Bank did not elect to become subject to the Community Bank Leverage Ratio.

Standards for Safety and Soundness. As required by statute, the federal banking agencies have adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness to implement safety and soundness standards. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The guidelines address internal controls and information systems, internal audit systems, credit underwriting, loan documentation, interest rate exposure, asset growth, asset quality, earnings, compensation, fees and benefits and, more recently, safeguarding customer information. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard.

Business and Investment Activities.  Under federal law, all state-chartered FDIC-insured banks, including commercial banks, have been limited in their activities as principal and in their equity investments to the type and the amount authorized for national banks, notwithstanding state law. Federal law permits certain exceptions to these limitations.

The FDIC is also authorized to permit state banks to engage in state authorized activities or investments not permissible for national banks (other than non-subsidiary equity investments) if they meet all applicable capital requirements and it is determined that such activities or investments do not pose a significant risk to the FDIC insurance fund. The FDIC has adopted regulations governing the procedures for institutions seeking approval to engage in such activities or investments. The Gramm-Leach-Bliley Act of 1999

- 22 -

 


specified that a state bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a “financial subsidiary,” if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes.  

Prompt Corrective Regulatory Action. Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.

An institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.

“Undercapitalized” banks must adhere to growth, capital distribution (including dividend) and other limitations and are required to submit a capital restoration plan. A bank’s compliance with such a plan must be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more of a number of additional measures, including, but not limited to, a required sale of sufficient voting stock to become adequately capitalized, a requirement to reduce total assets, cessation of taking deposits from correspondent banks, the dismissal of directors or officers and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. “Critically undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after being designated “critically undercapitalized.”  

At December 31, 2020, Pathfinder Bank was well-capitalized.  

Transactions with Related Parties. Transactions between a bank (and, generally, its subsidiaries) and its related parties or affiliates are limited by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company (“BHC”) and any companies which are controlled by such parent holding company are affiliates of the bank. Generally, Sections 23A and 23B of the Federal Reserve Act limit the extent to which the bank or its subsidiaries may engage in “covered transactions” with any one affiliate to 10% of such institution’s capital stock and surplus and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such institution’s capital stock and surplus. The term “covered transaction” includes the making of loans, purchase of assets, issuance of a guarantee and similar transactions.

In addition, loans or other extensions of credit by the institution to the affiliate are required to be collateralized in accordance with specified requirements. The law also requires that affiliate transactions be on terms and conditions that are substantially the same, or at least as favorable to the institution, as those provided to non-affiliates.

Pathfinder Bank’s authority to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board.  Among other things, these provisions generally require that extensions of credit to insiders:

 

be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and

 

not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of Pathfinder Bank’s capital.

In addition, extensions of credit in excess of certain limits must be approved by Pathfinder Bank’s board of directors.  Extensions of credit to executive officers are subject to additional limits based on the type of extension involved.

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Enforcement. The FDIC has extensive enforcement authority over insured state banks, including Pathfinder Bank. That enforcement authority includes, among other things, the ability to assess civil money penalties, issue cease and desist orders and remove directors and officers. In general, enforcement actions may be initiated in response to violations of laws and regulations and unsafe or unsound practices. The FDIC also has authority under federal law to appoint a conservator or receiver for an insured bank under certain circumstances. The FDIC is required, with certain exceptions, to appoint a receiver or conservator for an insured state non-member bank if the bank was “critically undercapitalized” on average during the calendar quarter beginning 270 days after the date on which the institution became “critically undercapitalized.”

Federal Insurance of Deposit Accounts.  The Dodd-Frank Act permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor.  

The FDIC assesses insured depository institutions to maintain its Deposit Insurance Fund.  Under the FDIC’s risk-based assessment system, institutions deemed less risky pay lower assessments.  Assessments for institutions of less than $10 billion of assets are now based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of failure of an institution’s failure within three years.  That technique, effective July 1, 2016, replaced the previous system under which institutions were placed into risk categories.

The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits.  The FDIC was required to seek to achieve the 1.35% ratio by September 30, 2020.  The FDIC indicated that the 1.35% ratio was exceeded in November 2018. Insured institutions of less than $10 billion of assets received credits for the portion of their assessments that contributed to the reserve ratio between 1.15% and 1.35%.  The credits were completed as of September 30, 2020.  The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the FDIC, and the FDIC has exercised that discretion by establishing a long-range fund ratio of 2%.  

The FDIC has authority to increase insurance assessments.  Any significant increase would have an adverse effect on the operating expenses and results of operations of Pathfinder Bank.  Management cannot predict what assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.  We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance.  

Community Reinvestment Act. Under the CRA, a bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA does require the FDIC, in connection with its examination of a bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to establish or acquire branches and merger with other depository institutions. The CRA requires the FDIC to provide a written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system. Pathfinder Bank’s latest FDIC CRA rating, dated May 13, 2019, was “satisfactory.”

Federal Reserve System. The Federal Reserve Board regulations require banks to maintain non-interest-earning reserves against their transaction accounts (primarily negotiable order of withdrawal (NOW) and regular checking accounts).  In March 2020, due to a change in its approach to monetary policy due to COVID-19, the Federal Reserve Board announced an interim rule to amend Regulation D requirements and reduce reserve requirement ratios to zero.  The Federal Reserve Board has indicated that it has no plans to re-impose reserve requirements, but may do so in the future if conditions warrant.

Federal Home Loan Bank System.  Pathfinder Bank is a member of the Federal Home Loan Bank System, which consists of twelve regional Federal Home Loan Banks.  The Federal Home Loan Bank System provides a central credit facility primarily for member institutions as well as other entities involved in home mortgage lending.  As a member of the FHLBNY, Pathfinder Bank is required to acquire and hold a specified amount of shares of capital stock in the FHLBNY.  As of December 31, 2020, Pathfinder Bank was in compliance with this requirement.

Other Regulations

Interest and other charges collected or contracted for by Pathfinder Bank are subject to state usury laws and federal laws concerning interest rates.  Pathfinder Bank’s operations are also subject to federal laws applicable to credit transactions, such as the:

 

Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

- 24 -

 


 

 

Real Estate Settlement Procedures Act, requiring that borrowers for mortgage loans for one-to-four family residential real estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices, and prohibiting certain practices that increase the cost of settlement services;

 

The TILA-RESPA Integrated Disclosure Rule, commonly known as the TRID rule.  This rule amended the Truth in Lending Act and the Real Estate Settlement Procedures Act to integrate several consumer disclosures for mortgage loans;

 

Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

 

Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

 

Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;

 

Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies;

 

Truth in Savings Act;

 

Rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws;

 

Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

 

Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services;

 

Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check;

 

USA PATRIOT Act, which requires banks operating to, among other things, establish broadened anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control regulations; and

 

Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out” of the sharing of certain personal financial information with unaffiliated third parties.

Holding Company Regulation

The Company, as a BHC, is subject to examination, regulation, and periodic reporting under the Bank Holding Company Act of 1956, as amended, as administered by the Federal Reserve Board. The Company is required to obtain the prior approval of the Federal Reserve Board to acquire all, or substantially all, of the assets of any bank or bank holding company. Prior Federal Reserve Board approval would be required for the Company to acquire direct or indirect ownership or control of any voting securities of any bank or BHC if it would, directly or indirectly, own or control more than 5% of any class of voting shares of the bank or bank holding company.

A BHC is generally prohibited from engaging in, or acquiring, direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve Board has determined by regulation to be closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing securities brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property under certain conditions; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings association.

The Gramm-Leach-Bliley Act of 1999 authorizes a BHC that meets specified conditions, including depository institutions subsidiaries that are “well capitalized” and “well managed,” to opt to become a “financial holding company.” A “financial holding company” may engage in a broader array of financial activities than permitted a typical bank holding company. Such activities can include insurance underwriting and investment banking.  The Company has elected to be a “financial holding company.”

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The Dodd-Frank Act required the Federal Reserve Board to promulgate consolidated capital requirements for bank and savings and loan holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to their subsidiary depository institutions.  Instruments such as cumulative preferred stock and trust-preferred securities, which are currently includable as Tier 1 capital, by bank holding companies within certain limits are no longer includable as Tier 1 capital, subject to certain grandfathering.  The previously discussed final rule regarding regulatory capital requirements implements the Dodd-Frank Act’s directives as to holding company capital requirements.

In December 2014, legislation was passed by Congress that required the Federal Reserve to revise its “Small Bank Holding Company Policy Statement” to exempt bank and savings and loan holding companies with less than $1.0 billion of consolidated assets from the consolidated capital requirements, provided that such companies meet certain other conditions such as not engaging in significant nonbanking activities.  The Federal Reserve maintains authority to apply the consolidated capital requirements to any bank or savings and loan holding company as warranted for supervisory purposes.  Regulations implementing the exemption were effective in May 2015.

On August 28, 2018, pursuant to EGRRCPA, the FRB issued an interim final rule revising the Policy Statement increasing the consolidated asset limit to $3 billion.  Under the Policy Statement, a BHC that meets certain Qualitative Requirements:

 

is exempt from the FRB's risk-based capital and leverage rules (Appendixes A and D of Regulation Y); and

 

may use debt to finance up to 75% of the purchase price of an acquisition allowing a BHC to have a debt-to-equity ratio of up to 3:1.

The Policy Statement now applies to a BHC with consolidated assets of less than $3 billion that meets the following Qualitative Requirements: (i) it is not engaged in significant non-banking activities either directly or through a non-bank subsidiary; (ii) it does not conduct significant off-balance sheet activities, including securitizations or asset management or administration, either directly or through a non-bank subsidiary; or (iii) it does not have a material amount of debt or equity securities outstanding (other than trust preferred securities) that are registered with the SEC.  BHCs that meet these Qualitative Requirements are determined to be "Qualifying BHCs".  A Qualifying BHC is exempt from the FRB's risk-based capital and leverage rules. As a consequence, it does not have to comply with the Basel III Capital Adequacy rules.   Each subsidiary bank of a Qualifying BHC must comply with the Basel III Capital Adequacy rules (or as of January 1, 2020 the community bank leverage ratio) and must be well-capitalized. If any subsidiary bank is not, the FRB expects it to become well-capitalized within a brief period of time.  This Policy Statement applies to the Company.

A BHC is generally required to give the Federal Reserve Board prior written notice of any purchase or redemption of then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve Board order or directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. The Federal Reserve Board has adopted an exception to that approval requirement for well-capitalized bank holding companies that meet certain other conditions.  The Federal Reserve Board has issued guidance which requires consultation with the Federal Reserve Board prior to a redemption or repurchase in certain circumstances.

The Federal Reserve Board has issued a policy statement regarding the payment of dividends by BHCs. In general, the Federal Reserve Board’s policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the BHC appears consistent with the organization’s capital needs, asset quality and overall financial condition. The Federal Reserve Board’s policies also require that a BHC serve as a source of financial strength to its subsidiary banks by using available resources to provide capital funds during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. The Dodd-Frank Act codified the source of strength policy.  Under the prompt corrective action laws, the ability of a BHC to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. These regulatory policies could affect the ability of the Company to pay dividends or otherwise engage in capital distributions.

The Company and the Bank will be affected by the monetary and fiscal policies of various agencies of the United States Government, including the Federal Reserve System. In view of changing conditions in the national economy and in the money markets, it is impossible for management to accurately predict future changes in monetary policy or the effect of such changes on the business or financial condition of the Company or the Bank.

The Company’s status as a registered BHC under the Bank Holding Company Act will not exempt it from certain federal and state laws and regulations applicable to corporations generally, including, without limitation, certain provisions of the federal securities laws.

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Federal Securities Laws

The Company’s common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934.  We are subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

The registration under the Securities Act of 1933 of the Company’s shares of common stock issued in the Company’s initial stock offering does not cover the resale of those shares.  Shares of common stock purchased by persons who are not our affiliates may be resold without registration.  Shares purchased by our affiliates are subject to the resale restrictions of Rule 144 under the Securities Act of 1933.  If we meet the current public information requirements of Rule 144 under the Securities Act of 1933, each affiliate of ours that complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of our outstanding shares, or the average weekly volume of trading in the shares during the preceding four calendar weeks.  In the future, we may permit affiliates to have their shares registered for sale under the Securities Act of 1933.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. We have prepared policies, procedures and systems designed to ensure compliance with these regulations.

 

FEDERAL AND STATE TAXATION

 

Deferred Income Tax Assets and Liabilities.  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.  

 

Federal Taxation

General.  The Bank and the Company are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below.  The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to the Company or the Bank.  

The Company’s federal tax returns are statutorily subject to potential audit for the years 2017 through 2020.  No federal income tax returns are under audit as of the date of this report.

Method of Accounting.  For federal income tax purposes, the Company currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31 for filing its federal and state income tax returns.

Bad Debt Reserves.  Prior to 1996, Pathfinder Bank was permitted to establish a reserve for bad debts and to make annual additions to the reserve. These additions could, within specified formula limits, be deducted in arriving at our taxable income. As a result of tax law changes in 1996, Pathfinder Bank was required to use the specific charge-off method in computing its bad debt deduction beginning with its 1996 federal tax return. Savings institutions were required to recapture any excess reserves over those established as of December 31, 1987 (base year reserve). At December 31, 2020, Pathfinder Bank had no reserves subject to recapture in excess of its base year reserves.  The Bank continues to be required to use the specific charge-off method to account for tax bad debt deductions.  

Taxable Distributions and Recapture.  Prior to 1996, bad debt reserves created prior to 1988 were subject to recapture into taxable income if Pathfinder Bank failed to meet certain thrift asset and definitional tests or made certain distributions.  Tax law changes in 1996 eliminated thrift-related recapture rules.  However, under current law, pre-1988 tax bad debt reserves remain subject to recapture if Pathfinder Bank makes certain non-dividend distributions, repurchases any of its common stock, pays dividends in excess of earnings and profits, or fails to qualify as a “bank” for tax purposes.  At December 31, 2020 our total federal pre-base year bad debt reserve was approximately $1.3 million.

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Net Operating Loss Carryovers. Federal tax law allows net operating losses to be carried forward indefinitely with the net operating loss deduction limited to 80% of taxable income in any carryforward year.

Corporate Dividends Received Deduction. The Company may exclude from its federal taxable income 100% of dividends received from Pathfinder Bank as a wholly-owned subsidiary by filing consolidated tax returns.  The corporate dividends received deduction is 65% when the corporation receiving the dividend owns at least 20% of the stock of the distributing corporation.  The dividends-received deduction is 50% when the corporation receiving the dividend owns less than 20% of the distributing corporation.

Interest Expense.  Federal tax law limits a taxpayer’s annual deduction of business interest expense to the sum of (i) business interest income and (ii) 30% of “adjusted taxable income”, defined as a business’s taxable income without taking into account business interest income or expense, net operating losses, and, for 2018 through 2021, depreciation, amortization and depletion.  Because we generate significant amounts of net interest income, we do not expect to be impacted by this limitation.

Employee Compensation.  A publicly held corporation is not permitted to deduct compensation in excess of $1 million per year paid to certain employees. Federal tax law eliminates certain exceptions to the $1 million limit applicable under prior law related to performance-based compensation, such as equity grants and cash bonuses that are paid only on the attainment of performance goals. Based on our current compensation plans, we do not expect to be impacted by this limitation.

Business Asset Expensing.  Federal tax law allows taxpayers to immediately expense the entire cost of certain depreciable tangible property and real property improvements acquired and placed in service after September 27, 2017 and before January 1, 2023 (with an additional year for certain property). This 100% bonus depreciation is phased out proportionately for property placed in service on or after January 1, 2023 and before January 1, 2027 (with an additional year for certain property).

State Taxation

New York State franchise tax is imposed in an amount equal to the greater of 6.5% of Business Income, 0.025% of average Business Capital, or a fixed dollar amount based on New York sourced gross receipts.  Various Business Income subtraction modifications are available to qualified banks based on its qualified loan portfolio.  Commencing January 1, 2018, the Company changed its subtraction modification from that of a captive real estate investment trust (REIT) to one based on interest income from qualifying loans.  This change follows the laws enacted by New York State effective January 1, 2015.  

 

Effective in January 2018, the Company adopted a modification methodology that was at that time newly made available under the New York State tax code, affecting how the Company’s state income tax liability is computed.  Under this adopted methodology, management determined in the first quarter of 2019, it was unlikely that the Company would pay income taxes to New York State in future periods and therefore in the quarter ended March 31, 2019, the Company established, through a charge to earnings, a valuation allowance in the amount of $136,000 in order to reserve against deferred tax assets related to New York State income taxes.  This valuation allowance against the value of those deferred tax assets was established to reduce the net deferred tax asset related to New York State income taxes to $-0-.  Management is continuously monitoring its future tax consequences to determine if the Company’s deferred taxes are properly stated.  In the first quarter of 2020, consistent with policy, management reviewed all facts and circumstances related to its deferred taxes and determined that based on the expected filings of future New York State tax returns, the valuation allowance created in 2019 was no longer needed.   Therefore management elected to eliminate its New York State net deferred tax asset valuation allowance during the quarter ended March 31, 2020. 

 

In the first quarter of 2021, the Company filed amended New York State tax returns for 2015 through 2017 (the “carryback years”). The returns were amended from their original filings in order to file carryback claims utilizing New York State net operating losses generated under New York State tax law in 2018.  As a result, the Company expects to receive $316,000 in tax refunds from New York State for taxes previously paid in the carryback years.  This anticipated refund has been applied to the effective tax rate of the Company in 2020 in accordance with GAAP.

As a Maryland business corporation, the Company is required to file an annual report with, and pay franchise taxes to, the State of Maryland.

ITEM 1A: RISK FACTORS

Not required of a smaller reporting company.

ITEM 1B: UNRESOLVED STAFF COMMENTS

None.

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ITEM 2: PROPERTIES

The Company has seven offices located in Oswego County, three offices in Onondaga County and one limited purpose office in Oneida County.  Management believes that the Bank’s facilities are adequate for the business conducted. The following table sets forth certain information concerning the main office and each branch office of the Bank at December 31, 2020.  The aggregate net book value of the Bank's premises and equipment was $22.3 million at December 31, 2020. For additional information regarding the Bank's properties, see Notes 8 and 18 to the consolidated financial statements.

 

Location

 

Opening Date

 

Owned/Leased

Main Office

 

1874

 

Owned

214 West First Street

 

 

 

 

Oswego, New York  13126

 

 

 

 

 

 

 

 

 

Plaza Branch

 

1989

 

Owned (1)

291 State Route 104 East

 

 

 

 

Oswego, New York  13126

 

 

 

 

 

 

 

 

 

Mexico Branch

 

1978

 

Owned

3361 Main Street

 

 

 

 

Mexico, New York  13114

 

 

 

 

 

 

 

 

 

Oswego East Branch

 

1994

 

Owned

34 East Bridge Street

 

 

 

 

Oswego, New York  13126

 

 

 

 

 

 

 

 

 

Lacona Branch

 

2002

 

Owned

1897 Harwood Drive

 

 

 

 

Lacona, New York 13083

 

 

 

 

 

 

 

 

 

Fulton Branch

 

2003

 

Owned (2)

5 West First Street South

 

 

 

 

Fulton, New York  13069

 

 

 

 

 

 

 

 

 

Central Square Branch

 

2005

 

Owned

3025 East Ave

 

 

 

 

Central Square, New York  13036

 

 

 

 

 

 

 

 

 

Cicero Branch

 

2011

 

Owned

6194 State Route 31

 

 

 

 

Cicero, New York 13039

 

 

 

 

 

 

 

 

 

Pike Block Branch

 

2014

 

Leased (3)

109 West Fayette Street

 

 

 

 

Syracuse, New York 13202

 

 

 

 

 

 

 

 

 

Clay Branch

 

2018

 

Leased (4)

3775 State Route 31

 

 

 

 

Liverpool, NY 13090

 

 

 

 

 

 

 

 

 

Utica Loan Production Office

 

2017

 

Leased (5)

258 Genesee Street

 

 

 

 

Utica, New York 13502

 

 

 

 

 

 

(1)

The building is owned; the underlying land is leased with an annual rent of $35,000.

 

(2)

The building is owned; the underlying land is leased with an annual rent of $37,000.

 

(3)

The premises are leased with an annual rent of $90,000.

 

(4)

The premises are leased with an annual rent of $71,000.

 

(5)

The premises are leased with an annual rent of $16,000.


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ITEM 3: LEGAL PROCEEDINGS

There are various claims and lawsuits to which the Company is periodically involved that are incidental to the Company's business, most notably foreclosures.  In the opinion of management, such claims and lawsuits in the aggregate are not expected to have a material adverse impact on the Company's consolidated financial condition and results of operations at December 31, 2020.

ITEM 4: MINE SAFETY DISCLOSURE

Not applicable.

 

PART  II

ITEM 5:  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock trades on the NASDAQ Capital Market under the symbol “PBHC.”  

There were 340 shareholders of record (excluding the number of persons or entities holding stock in street name through various brokerage firms) as of March 24, 2021.  

 

The Company did not repurchase any shares of its common stock during the fourth quarter of 2020.

Equity Compensation Plan Information

The following table provides information as of December 31, 2020 with respect to shares of common stock that may be issued under the Company’s existing equity compensation plans.

 

Plan Category

 

Number of securities to be issued

upon exercise of outstanding

options, warrants and rights

 

 

Weighted-average exercise

price of outstanding

options, warrants and rights

 

 

Number of securities remaining

available for future issuance under

equity compensation plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation plans

   approved by security holders

 

 

320,083

 

 

$

10.89

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation plans

   not approved by stockholders

 

N/A

 

 

N/A

 

 

N/A

 

 

Dividends and Dividend History

The Company (and its predecessor) has historically paid regular quarterly cash dividends on its common stock.  The board of directors presently intends to continue the payment of regular quarterly cash dividends, subject to the need for those funds for debt service and other purposes.  Payment of dividends on the common stock is subject to determination and declaration by the board of directors and will depend upon a number of factors, including capital requirements, regulatory limitations on the payment of dividends, Pathfinder Bank and its subsidiaries’ results of operations and financial condition, tax considerations, and general economic conditions.  More details are included within the section titled Regulation and Supervision.  

- 30 -

 


ITEM 6: SELECTED FINANCIAL DATA

The following selected consolidated financial data sets forth certain financial highlights of the Company and should be read in conjunction with the consolidated financial statements and related notes, and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report on Form 10-K.  

 

 

For the years ended December 31,

(In thousands, except per share amounts)

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

Year End

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,227,443

 

 

$

1,093,807

 

 

$

933,115

 

 

$

881,257

 

 

$

749,034

 

 

Investment securities available-for-sale

 

 

128,261

 

 

 

111,134

 

 

 

177,664

 

 

 

171,138

 

 

 

141,955

 

 

Investment securities held-to-maturity

 

 

171,224

 

 

 

122,988

 

 

 

53,908

 

 

 

66,196

 

 

 

54,645

 

 

Loans receivable, net

 

 

812,718

 

 

 

772,782

 

 

 

612,964

 

 

 

573,705

 

 

 

485,900

 

 

Deposits

 

 

995,907

 

 

 

881,893

 

 

 

727,060

 

 

 

723,603

 

 

 

610,983

 

 

Borrowings and subordinated loans

 

 

121,450

 

 

 

108,253

 

 

 

133,628

 

 

 

88,947

 

 

 

73,972

 

 

Shareholders' equity

 

 

97,722

 

 

 

90,669

 

 

 

64,459

 

 

 

62,144

 

 

 

58,361

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

42,507

 

 

$

41,758

 

 

$

34,810

 

 

$

29,413

 

 

$

24,093

 

 

Total interest expense

 

 

10,864

 

 

 

13,528

 

 

 

9,044

 

 

 

6,290

 

 

 

3,804

 

 

Net interest income

 

 

31,643

 

 

 

28,230

 

 

 

25,766

 

 

 

23,123

 

 

 

20,289

 

 

Provision for loan losses

 

 

4,707

 

 

 

1,966

 

 

 

1,497

 

 

 

1,769

 

 

 

953

 

 

Net interest income after provision for loan losses

 

 

26,936

 

 

 

26,264

 

 

 

24,269

 

 

 

21,354

 

 

 

19,336

 

 

Total noninterest income

 

 

6,485

 

 

 

4,917

 

 

 

3,835

 

 

 

4,085

 

 

 

4,072

 

 

Total noninterest expense

 

 

25,080

 

 

 

25,730

 

 

 

23,549

 

 

 

21,094

 

 

 

18,999

 

 

Income before income taxes

 

 

8,341

 

 

 

5,451

 

 

 

4,555

 

 

 

4,345

 

 

 

4,409

 

 

Income tax expense

 

 

1,295

 

 

 

1,165

 

 

 

546

 

 

 

922

 

 

 

1,111

 

 

Net income (loss) attributable to noncontrolling interest

 

 

96

 

 

 

10

 

 

 

(22

)

 

 

(68

)

 

 

26

 

 

Net income attributable to Pathfinder Bancorp, Inc.

 

$

6,950

 

 

$

4,276

 

 

$

4,031

 

 

$

3,491

 

 

$

3,272

 

 

Convertible preferred stock dividends

 

 

291

 

 

 

208

 

 

 

-

 

 

 

-

 

 

 

-

 

 

Warrant dividends

 

 

30

 

 

 

23

 

 

 

-

 

 

 

-

 

 

 

-

 

 

Undistributed earnings allocated to participating securities

 

 

1,224

 

 

 

467

 

 

 

-

 

 

 

-

 

 

 

-

 

 

Net income available to common shareholders

 

$

5,405

 

 

$

3,578

 

 

$

4,031

 

 

$

3,491

 

 

$

3,272

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share - basic

 

$

1.17

 

 

$

0.80

 

 

$

0.97

 

 

$

0.86

 

 

$

0.79

 

 

Income per share - diluted

 

 

1.17

 

 

 

0.80

 

 

 

0.94

 

 

 

0.83

 

 

 

0.78

 

 

Book value per common share (a)

 

 

17.56

 

 

 

15.94

 

 

 

14.72

 

 

 

14.44

 

 

 

13.67

 

 

Tangible book value per common share (a)

 

 

16.53

 

 

 

14.95

 

 

 

13.65

 

 

 

13.34

 

 

 

12.55

 

 

Cash dividends declared

 

 

0.240

 

 

 

0.240

 

 

 

0.240

 

 

 

0.215

 

 

 

0.200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

0.60

 

%

 

0.43

 

%

 

0.45

 

%

 

0.42

 

%

 

0.48

 

%

Return on average equity

 

 

7.43

 

 

 

5.34

 

 

 

6.33

 

 

 

5.69

 

 

 

5.35

 

 

Average equity to average assets

 

 

8.02

 

 

 

7.97

 

 

 

7.09

 

 

 

7.47

 

 

 

8.97

 

 

Shareholders' Equity to total assets at end of year

 

 

7.94

 

 

 

8.27

 

 

 

6.88

 

 

 

7.01

 

 

 

7.73

 

 

Net interest rate spread

 

 

2.68

 

 

 

2.73

 

 

 

2.85

 

 

 

2.83

 

 

 

3.03

 

 

Net interest margin

 

 

2.88

 

 

 

2.98

 

 

 

3.02

 

 

 

2.97

 

 

 

3.14

 

 

Average interest-earning assets to average interest-bearing

   liabilities

 

 

120.49

 

 

 

116.84

 

 

 

116.52

 

 

 

116.05

 

 

 

118.35

 

 

Noninterest expense to average assets

 

 

2.15

 

 

 

2.56

 

 

 

2.62

 

 

 

2.57

 

 

 

2.79

 

 

Efficiency ratio (a) (b)

 

 

68.71

 

 

 

78.75

 

 

 

79.04

 

 

 

79.06

 

 

 

79.80

 

 

Dividend payout ratio

 

 

20.39

 

 

 

30.21

 

 

 

24.93

 

 

 

25.21

 

 

 

25.18

 

 

Return on average common equity

 

 

8.92

 

 

 

6.02

 

 

 

6.33

 

 

 

5.69

 

 

 

5.35

 

 

 

 

- 31 -

 


 

 

 

 

 

 

For the years ended December 31,

 

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

Asset Quality Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming loans to period end loans

 

 

2.58

 

%

 

0.67

 

%

 

0.35

 

%

 

0.84

 

%

 

0.98

 

%

Nonperforming assets to total assets

 

 

1.74

 

 

 

0.49

 

 

 

0.36

 

 

 

0.61

 

 

 

0.72

 

 

Allowance for loan losses to period end loans

 

 

1.55

 

 

 

1.11

 

 

 

1.18

 

 

 

1.23

 

 

 

1.27

 

 

Allowance for loan losses to nonperforming loans

 

 

59.89

 

 

 

165.25

 

 

 

340.13

 

 

 

145.61

 

 

 

129.85

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory Capital Ratios (Bank Only)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk-weighted assets)

 

 

13.13

 

%

 

12.28

 

%

 

13.69

 

%

 

13.97

 

%

 

14.79

 

%

Tier 1 capital (to risk-weighted assets)

 

 

11.87

 

 

 

11.16

 

 

 

12.49

 

 

 

12.72

 

 

 

13.54

 

 

Tier 1 capital (to adjusted assets)

 

 

8.63

 

 

 

8.20

 

 

 

8.31

 

 

 

8.16

 

 

 

9.06

 

 

Tier 1 Common Equity (to risk-weighted assets)

 

 

11.87

 

 

 

11.16

 

 

 

12.49

 

 

 

12.72

 

 

 

13.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banking offices

 

11

 

 

11

 

 

11

 

 

10

 

 

9

 

 

Fulltime equivalent employees

 

176

 

 

157

 

 

160

 

 

140

 

 

133

 

 

 

(a)

See table below for reconciliation of the non-GAAP financial measures.

(b)

The efficiency ratio is calculated as noninterest expense divided by the sum of net interest income and noninterest income, excluding net gains on sales, redemptions and impairment of investment securities and net gains (losses) on sales of loans and foreclosed real estate.

 

NON-GAAP FINANCIAL INFORMATION

 

Regulation G, a rule adopted by the Securities and Exchange Commission (SEC), applies to certain SEC filings, including earnings releases, made by registered companies that contain “non-GAAP financial measures.”  GAAP is generally accepted accounting principles in the United States of America.  Under Regulation G, companies making public disclosures containing non-GAAP financial measures must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure (if a comparable GAAP measure exists) and a statement of the Company’s reasons for utilizing the non-GAAP financial measure as part of its financial disclosures.  The SEC has exempted from the definition of “non-GAAP financial measures” certain commonly used financial measures that are not based on GAAP.  When these exempted measures are included in public disclosures, supplemental information is not required. Financial institutions, like the Company and its subsidiary bank, are subject to an array of bank regulatory capital measures that are financial in nature but are not based on GAAP and are not easily reconcilable to the closest comparable GAAP financial measures, even in those cases where a comparable measure exists. 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, and does so without compliance with Regulation G, on the widely-shared assumption that the SEC regards such non-GAAP measures to be exempt from Regulation G. The Company uses in this regulatory filing additional non-GAAP financial measures that are commonly utilized by financial institutions and have not been specifically exempted by the SEC from Regulation G.  The Company provides, as supplemental information, such non-GAAP measures included in this document as described immediately below.

- 32 -

 


 

 

For the years ended December 31,

 

 

(In thousands, except per share amounts)

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Book value per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Pathfinder Bancorp, Inc. shareholders' equity (book value)

   (GAAP)

$

97,456

 

 

$

90,434

 

 

$

64,221

 

 

$

61,811

 

 

$

57,929

 

 

Preferred stock

 

17,901

 

 

 

15,370

 

 

 

-

 

 

 

-

 

 

 

-

 

 

Total shares outstanding

 

4,531

 

 

 

4,709

 

 

 

4,362

 

 

 

4,280

 

 

 

4,237

 

 

      Book value per common share

$

17.56

 

 

$

15.94

 

 

$

14.72

 

 

$

14.44

 

 

$

13.67

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total common equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity (GAAP)

$

79,555

 

 

$

75,064

 

 

$

64,221

 

 

$

61,811

 

 

$

57,929

 

 

Goodwill

 

4,536

 

 

 

4,536

 

 

 

4,536

 

 

 

4,536

 

 

 

4,536

 

 

Intangible assets

 

133

 

 

 

149

 

 

 

165

 

 

 

182

 

 

 

198

 

 

      Common equity

$

74,886

 

 

$

70,379

 

 

$

59,520

 

 

$

57,093

 

 

$

53,195

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tangible book value per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common equity

$

74,886

 

 

$

70,379

 

 

$

59,520

 

 

$

57,093

 

 

$

53,195

 

 

Total shares outstanding

 

4,531

 

 

 

4,709

 

 

 

4,362

 

 

 

4,280

 

 

 

4,237

 

 

      Tangible book value per common share

$

16.53

 

 

$

14.95

 

 

$

13.65

 

 

$

13.34

 

 

$

12.55

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficiency ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (numerator)

$

25,080

 

 

$

25,730

 

 

$

23,549

 

 

$

21,094

 

 

$

18,999

 

 

Net interest income

 

31,643

 

 

 

28,230

 

 

 

25,766

 

 

 

23,123

 

 

 

20,289

 

 

Noninterest income

 

6,485

 

 

 

4,917

 

 

 

3,835

 

 

 

4,085

 

 

 

4,072

 

 

Less: Gain/(Loss) on the sale/redemption of investment

   securities/loans/foreclosed real estate

 

2,255

 

 

 

393

 

 

 

(132

)

 

 

526

 

 

 

554

 

 

Less : Loss on marketable equity securities

 

(629

)

 

 

81

 

 

 

(62

)

 

 

-

 

 

 

-

 

 

Denominator

$

36,502

 

 

$

32,673

 

 

$

29,795

 

 

$

26,682

 

 

$

23,807

 

 

      Efficiency ratio

 

68.71

 

%

 

78.75

 

%

 

79.04

 

%

 

79.06

 

%

 

79.80

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend payout ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared (numerator)

$

1,102

 

 

$

1,081

 

 

$

1,005

 

 

$

880

 

 

$

820

 

 

Net income available to common shareholders (denominator)

 

5,405

 

 

 

3,578

 

 

 

4,031

 

 

 

3,491

 

 

 

3,256

 

 

      Dividend payout ratio

 

20.39

 

%

 

30.21

 

%

 

24.93

 

%

 

25.21

 

%

 

25.18

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average common equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Pathfinder Bancorp Inc. (GAAP)

   (numerator)

$

6,950

 

 

$

4,276

 

 

$

4,031

 

 

$

3,491

 

 

$

3,272

 

 

Average equity

 

93,586

 

 

 

80,136

 

 

 

63,667

 

 

 

61,383

 

 

 

61,102

 

 

Average preferred stock

 

15,709

 

 

 

9,074

 

 

 

-

 

 

 

-

 

 

 

-

 

 

Denominator

$

77,877

 

 

$

71,062

 

 

$

63,667

 

 

$

61,383

 

 

$

61,102

 

 

      Return on average common equity

 

8.92

 

%

 

6.02

 

%

 

6.33

 

%

 

5.69

 

%

 

5.35

 

%

 

- 33 -

 


 

For the years ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

Regulatory Capital Ratios (Bank Only)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity (GAAP)

$

106,720

 

 

$

88,138

 

 

$

74,530

 

 

$

71,535

 

 

$

66,846

 

 

Goodwill

 

(4,536

)

 

 

(4,536

)

 

 

(4,536

)

 

 

(4,536

)

 

 

(4,536

)

 

Intangible assets

 

(133

)

 

 

(149

)

 

 

(165

)

 

 

(146

)

 

 

(119

)

 

Addback: Accumulated other comprehensive income

 

2,236

 

 

 

2,971

 

 

 

6,042

 

 

 

4,261

 

 

 

3,812

 

 

       Total Tier 1 Capital

$

104,287

 

 

$

86,424

 

 

$

75,871

 

 

$

71,114

 

 

$

66,003

 

 

Allowance for loan and lease losses

 

11,002

 

 

 

8,669

 

 

 

7,306

 

 

 

6,991

 

 

 

6,095

 

 

Unrealized Gain on available-for-sale securities

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

       Total Tier 2 Capital

$

11,002

 

 

$

8,669

 

 

$

7,306

 

 

$

6,991

 

 

$

6,095

 

 

       Total Tier 1 plus Tier 2 Capital (numerator)

$

115,289

 

 

$

95,093

 

 

$

83,177

 

 

$

78,105

 

 

$

72,098

 

 

Risk-weighted assets (denominator)

 

878,380

 

 

 

774,177

 

 

 

607,414

 

 

 

559,161

 

 

 

487,448

 

 

      Total core capital to risk-weighted assets

 

13.13

 

%

 

12.28

 

%

 

13.69

 

%

 

13.97

 

%

 

14.79

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Tier 1 capital (numerator)

$

104,287

 

 

$

86,424

 

 

$

75,871

 

 

$

71,114

 

 

$

66,003

 

 

Risk-weighted assets (denominator)

 

878,380

 

 

 

774,177

 

 

 

607,414

 

 

 

559,161

 

 

 

487,448

 

 

      Total capital to risk-weighted assets

 

11.87

 

%

 

11.16

 

%

 

12.49

 

%

 

12.72

 

%

 

13.54

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 capital (to adjusted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Tier 1 capital (numerator)

$

104,287

 

 

$

86,424

 

 

$

75,871

 

 

$

71,114

 

 

$

66,003

 

 

Total average assets

 

1,212,512

 

 

 

1,059,060

 

 

 

917,740

 

 

 

876,263

 

 

 

733,512

 

 

Goodwill

 

(4,536

)

 

 

(4,536

)

 

 

(4,536

)

 

 

(4,536

)

 

 

(4,536

)

 

Intangible assets

 

(133

)

 

 

(149

)

 

 

(165

)

 

 

(146

)

 

 

(119

)

 

Adjusted assets (denominator)

$

1,207,843

 

 

$

1,054,375

 

 

$

913,039

 

 

$

871,581

 

 

$

728,857

 

 

      Total capital to adjusted assets

 

8.63

 

%

 

8.20

 

%

 

8.31

 

%

 

8.16

 

%

 

9.06

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 Common Equity (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Tier 1 capital (numerator)

$

104,287

 

 

$

86,424

 

 

$

75,871

 

 

$

71,114

 

 

$

66,003

 

 

Risk-weighted assets (denominator)

 

878,380

 

 

 

774,177

 

 

 

607,414

 

 

 

559,161

 

 

 

487,448

 

 

      Total Tier 1 Common Equity to risk-weighted assets

 

11.87

 

%

 

11.16

 

%

 

12.49

 

%

 

12.72

 

%

 

13.54

 

%

 

- 34 -

 


ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

INTRODUCTION

 

Throughout Management’s Discussion and Analysis (“MD&A”) the term, the “Company”, refers to the consolidated entity of Pathfinder Bancorp, Inc.  Pathfinder Bank (the “Bank”) and Pathfinder Statutory Trust II are wholly owned subsidiaries of Pathfinder Bancorp, Inc.; however, Pathfinder Statutory Trust II is not consolidated for reporting purposes (see Note 13 of the consolidated financial statements).  Pathfinder Risk Management Company, Inc., and Whispering Oaks Development Corp. are wholly owned subsidiaries of Pathfinder Bank.

On October 16, 2014, Pathfinder Bancorp, MHC converted from the mutual to stock form of organization (the “Conversion”).  In connection with the Conversion, the Company sold 2,636,053 shares of common stock to depositors at $10.00 per share.  Shareholders of Pathfinder Bancorp, Inc., a federal corporation (“Pathfinder-Federal”), the Company’s predecessor, received 1.6472 shares of the Company’s common stock for each share of Pathfinder-Federal common stock they owned immediately prior to completion of the transaction.   Following the completion of the Conversion, Pathfinder-Federal was succeeded by the Company and Pathfinder Bancorp, MHC ceased to exist.  The Company had 4,531,383 and 4,709,238 shares outstanding at December 31, 2020 and December 31, 2019, respectively.

On June 1, 2016, Pathfinder Bank, a savings bank chartered by the NYSDFS, merged into Pathfinder Commercial Bank, a limited purpose commercial bank also chartered by the NYSDFS.  Prior to the merger, Pathfinder Bank owned 100% of Pathfinder Commercial Bank.  On that same date, NYSDFS expanded the powers that it had previously granted to Pathfinder Commercial Bank and chartered Pathfinder Commercial Bank as a fully-empowered commercial bank.  Simultaneously, the entity that had operated as “Pathfinder Commercial Bank” changed its name to “Pathfinder Bank.”  As a result of this charter conversion and accompanying name change, the entity now known as “Pathfinder Bank” is a commercial bank with the full range of powers granted under a commercial banking charter in New York State.  The merger, which had no effect on the Company’s results of operations, converted the consolidated Bank from a savings bank to a commercial bank and was completed in order to better align the Bank’s organization certificate with its long-term strategic focus.

Since the Conversion, we have substantially transformed our business activities from those of a traditional savings bank to those of a commercial bank.  This transformation of activities has significantly affected the overall composition of our balance sheet. While not reducing our role as a leading originator of one-to-four family residential real estate loans within our marketplace, which had been our primary focus as a savings bank, we have substantially grown our commercial business and commercial real estate loan portfolios since the Conversion. As a commercial bank, we have been able to offer customized products and services to meet individual commercial customer needs and thereby more definitively differentiate our services from those offered by our competitors.  As a result, we have been able to create a substantially more diversified loan portfolio than the one that was in place before the completion of the Conversion.  When compared to the Bank’s loan portfolio composition prior to the Conversion, it is our view that our current asset portfolio (1) significantly improves upon the distribution of credit risk across a broader range of borrowers, industries and collateral types, and (2) is more likely to generate consistent net interest margins in a broader range of interest rate environments due to the portfolio’s increased percentage of shorter-term and/or adjustable-rate assets.  In a concurrent effort, the Bank has been able to fund the majority of the high level of growth in our loan portfolios primarily with deposits gathered from our local community.  We believe that we have gathered these deposits at a reasonable overall cost in terms of deposit interest rates, as well as at a reasonable overall level of related infrastructure and customer support service expenses.  

On May 8, 2019, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Castle Creek Capital Partners VII, L.P. (“Castle Creek”), pursuant to which the Company sold: (i) 37,700 shares of the Company’s common stock, par value $0.01 per share, at a purchase price of $14.25 per share (the “Common Stock”); (ii) 1,155,283 shares of a new series of preferred stock, Series B convertible perpetual preferred stock, par value $0.01 per share, at a purchase price of $14.25 per share (the “Series B Preferred Stock”); and (iii) a warrant, with an approximate fair value of $373,000, to purchase 125,000 shares of Common Stock at an exercise price initially equal to $14.25 per share (the “Warrant”), in a private placement transaction (the “Private Placement”) for gross proceeds of approximately $17.0 million. The Securities Purchase Agreement contains significant representations, warranties, and covenants of the Company and Castle Creek.

The Company also entered into subscription agreements dated as of May 8, 2019 (the “Subscription Agreements”) with certain directors and executive officers of the Company as well as other accredited investors. Pursuant to the Subscription Agreements, the investors purchased an aggregate of 269,277 shares of Common Stock at $14.25 per share for gross proceeds of approximately $3.8 million, before payment of placement fees and related costs and expenses. The Subscription Agreements contain representations, warranties, and covenants of the purchasers and the Company that are customary in private placement transactions.  The subscription agreements were also part of the Private Placement, and the term “Private Placement” includes both transactions.  

In total, therefore, the Company issued 306,977 shares of Common Stock, 1,155,283 shares of Series B Preferred Stock and the Warrant at the conclusion of the Private Placement.  The transaction raised $20.8 million in gross proceeds and the final net cash

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received from the Private Placement, after all issuance expenses, including placement fees and all other issuance/due diligence costs of $927,000 and $342,000, respectively, was $19.6 million.  The fair value of the Warrant at the time of issuance was $373,000. Following the Private Placement, the Company used the net cash received from the transaction to strengthen the Company’s general capital and liquidity positions, fund growth within our marketplace, purchase certain loan assets, and increase the regulatory capital position of the Bank.  The Company will continue to use the additional capital raised through the Private Placement primarily to support the realization of continued growth opportunities within our marketplace and, to a lesser extent, for general corporate purposes.

On May 8, 2019, the Company filed Articles Supplementary with the Maryland Department of Assessments and Taxation to issue 1,155,283 shares of Series B Preferred Stock to Castle Creek. Each share of the Series B Preferred Stock will be convertible on a one-for-one basis into either (i) Common Stock under certain circumstances or (ii) non-voting common stock, par value $0.01 per share (which will also be convertible into Common Stock), subject to approval of the creation of such class of non-voting common stock by the Company’s stockholders.  

Pursuant to Nasdaq rules, Castle Creek may not convert the Series B Preferred Stock or, in the future, the non-voting common stock into Common Stock, or exercise the Warrant if doing so would cause Castle Creek, when combined with the purchases of certain directors and executive officers of the Company as well as other accredited investors in the Private Placement, to own more than 19.99% of the Common Stock outstanding immediately prior to the execution of the Securities Purchase Agreement (the “Exchange Cap”). The Company must request stockholder approval to eliminate the Exchange Cap no later than at the 2021 annual meeting of Company shareholders. In addition, at the same meeting the Company will seek shareholder approval to create a class of non-voting convertible common stock. Castle Creek will need the approval or non-objection of the Board of Governors of the Federal Reserve System and the New York State Department of Financial Services if it seeks to increase its ownership of shares of Common Stock in excess of 9.9% of the outstanding shares of Common Stock.

Holders of the Series B Preferred Stock will be entitled to receive dividends if declared by the Company’s board of directors, in the same per share amount as paid on the Common Stock. No dividends would be payable on the Common Stock unless a dividend identical to that paid on the Common Stock is payable at the same time on the Series B Preferred Stock.  The Series B Preferred Stock will rank, as to payments of dividends and distribution of assets upon dissolution, liquidation or winding up of the Company, pari passu with the Common Stock pro rata. Holders of Series B Preferred Stock will have no voting rights except as may be required by law. The Series B Preferred Stock will not be redeemable by either the Company or by the holder.  

As discussed above, pursuant to the Securities Purchase Agreement, on May 8, 2019, the Company issued a Warrant to Castle Creek to purchase 125,000 shares of non-voting common stock at an exercise price equal to $14.25 per share. At the same time, the Company entered into a Warrant Agreement with Castle Creek, to, among other things, authorize and establish the terms of the Warrant. The Warrant is exercisable at any time after May 8, 2019, and from time to time, in whole or in part, until May 8, 2026. However, the exercise of such Warrant remains subject to certain contractual provisions, the Exchange Cap, the creation of the non-voting common stock, and regulatory approval if Castle Creek’s ownership of Common Stock would exceed 9.9%.  At December 31, 2020, Castle Creek owned approximately 9.9% of the Company’s common stock.  The Warrant will receive dividends equal to the amount paid on the Company’s common stock.  The dividend payment shall be calculated on (1) the unexercised portion of the 125,000 notional shares encompassed within the terms of the Warrant, less (2) any exercised portion of the 125,000 shares, times (3) the amount of the quarterly dividend paid to common shareholders.  Dividend payments, if declared on the Company’s common stock, will be made on the Warrant until its expiration date.  

Pursuant to the terms of the Securities Purchase Agreement, Castle Creek is entitled to have one representative appointed to the Company’s board of directors for so long as Castle Creek, together with its respective affiliates, owns, in the aggregate, 4.9% or more of all of the outstanding shares of the Company’s Common Stock.  If Castle Creek, together with its respective affiliates, owns, in the aggregate, 4.9% or more of all of the outstanding shares of the Company’s Common Stock and does not have a board representative appointed to the Company’s board of directors, the Company will invite a person designated by Castle Creek to attend meetings of the Company’s Board of Directors as an observer.  At December 31, 2020, Castle Creek elected to have an observer present at substantially all meetings of the Company’s board of directors.

 

On November 13, 2020, the Company entered into an agreement (the “Exchange Agreement”) with Castle Creek providing for the exchange of 225,000 shares of the Company’s Common stock owned by Castle Creek for 225,000 shares of the Company’s Series B Preferred Stock. The exchange was consummated simultaneously with the execution and delivery of the Exchange Agreement. The Company and Castle Creek entered into the Exchange Agreement to enable the equity ownership of Castle Creek to comply with applicable banking laws and regulations.

 

As a result of the Exchange Agreement, on November 13, 2020, the Company issued to Castle Creek 225,000 shares of its Series B Preferred Stock in exchange for an equivalent number of shares of Company Common Stock held by Castle Creek in a transaction exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. Castle Creek is the only stockholder of the

- 36 -

 


Series B Preferred Stock. The Company received no cash proceeds as a result of the exchange. In addition, the Company is not paying any commission or remuneration for the solicitation of the exchange. Each share of the Series B Preferred Stock will be convertible on a one for one basis into either (i) non-voting common stock (which will also be convertible into Common Stock) subject to approval of the creation of such a class of non-voting common stock by the Company’s common stockholders or (ii) Common Stock under certain circumstances, subject to the approval of the Company’s common stockholders and regulatory approvals.  

 

On November 13, 2020, the Company filed an amendment to the Articles Supplementary to the Articles of Incorporation of the Company designating the Series B Preferred Stock with the Maryland Department of Assessments and Taxation to increase the classified number of shares of the Series B Preferred Stock from 1,155,283 to 1,506,000 to allow for the additional issuance of Series B Preferred Stock to Castle Creek. There were no other changes made to the preferences, limitations, powers and relative rights of the Series B Preferred Stock.

We have consistently maintained our historically strong presence in consumer deposit gathering and residential mortgage lending activities.  Notwithstanding the retention of these business lines, we have strategically emphasized developing our business and commercial banking franchise by offering products that are attractive to small-to medium-sized businesses in our market area. We differentiate our commercial loan solutions and related services through the maintenance of high standards of customer service, solution flexibility and convenience.  Highlights of our business strategy are as follows:

 

Continuing our emphasis on commercial business and commercial real estate lending. In recent years, we have successfully increased our commercial business and commercial real estate lending activities and portfolio size, consistent with safe and sound underwriting practices. In this regard, we have added, and will continue to add, personnel who are experienced in originating, underwriting and servicing commercial real estate and commercial business loans. We view the growth of our commercial business and commercial real estate loans as a means of further diversifying and increasing our interest income.  In increasing our business banking activities, we seek to continuously deepen relationships with local businesses, which offer recurring and potentially increasing sources of both fee income and lower-cost transactional deposits.  In that regard, our emphasis on commercial business and commercial real estate lending has complimented, and will continue to compliment, our traditional one-to-four family residential real estate lending and consumer deposit gathering franchises.

 

Providing quality customer service. Our strategy emphasizes providing quality customer service and meeting the financial needs of our customer base by offering a full complement of loan, deposit, financial services and online banking solutions.  Our competitive advantage is our ability to make decisions, such as approving loans, more quickly than our larger competitors.  Customers enjoy, and will continue to enjoy, access to senior executives and local decision makers at the Bank and the flexibility that such access brings to their businesses.

 

Optimizing our deposit mix.  We seek to enhance the overall characteristics of our deposit base by emphasizing both consumer and business nonmaturity deposit gathering.  We also seek to reduce our overall reliance on borrowed funds and brokered deposits as a source of funding for future asset growth.  During the second half of 2019, we began a significant refocusing of the Company’s resources, most notably through personnel training, modifications to incentive programs, and the high prioritization of operationalizing and/or enhancing customer-facing technologies that are focused on transactional deposits. The goal of these efforts is to better position the Company to compete in our marketplace for these types of deposits in future periods. During 2020 the Bank recorded an increase in combined business and consumer nonmaturity deposits of $37.1 million, or 9.7%. This increase was due to several factors, including the Bank’s continued focus on the gathering of these deposits, the net effects of PPP activity and changing depositor behavior related to the COVID-19 pandemic. We expect to make nonmaturity deposit gathering a point of significant organizational focus for the foreseeable future.

 

Continuing to grow our customer relationships and deposit base by expanding our branch network. As conditions permit, we will expand our branch network through a combination of de novo branching and, potentially, acquisitions of branches and/or other financial services companies.  We believe that as we expand our branch network, our customer relationships and deposit base will continue to grow.  Our branch expansion focus will be primarily within Onondaga County, NY, which encompasses the greater Syracuse, NY area.  We currently have three branches in Onondaga County, including the branch in Clay, NY that we opened in the fourth quarter of 2018. We continue to actively seek opportunities for an increased presence within that marketplace. This is consistent with our belief that we have already achieved meaningful brand recognition among potential customers there. In addition to the full-service branches located in Oswego and Onondaga Counties, we opened, in 2017, a loan production office in Utica, located in Oneida County, NY, to increase our availability to potential commercial and business loan customers within that market area.  We will continue to seek similar branch network expansion opportunities in the future.

Consistent with this strategy, in November 2018, the Bank acquired a property on West Onondaga Street in Syracuse, which was intended to be renovated and converted into another full-service banking location.  This property was sold in the fourth quarter of 2020.  The intent of the sale was to access the purchaser’s ability to utilize certain available tax

- 37 -

 


credits that are more beneficial to the purchaser than they would be to the Company, if the Company accessed those credits directly.  It is anticipated that the benefits of the more-fully-utilized tax credits will be passed through to the Company under the terms of a future lease agreement with the property’s purchaser acting as lessor.  We plan to soon begin renovation work on the acquired facility and expect to open our new Syracuse Southwest branch office by the end of 2021.  We consider the Syracuse Southwest Corridor neighborhood, where this property is located, to be an under-banked area within our target marketplace and believe that this branch will qualify for various economic incentives under New York State’s Banking Development District (“BDD”) program. The BDD program is designed to encourage the establishment of bank branches in areas where there is a demonstrated need for additional banking services.  The program was developed in recognition of the fact that banks play a critically important role in promoting individual wealth, community development, and revitalization. This property investment demonstrates Pathfinder Bank’s firm commitment to servicing diverse economic areas within its geographic market.  

 

Diversifying our products and services with a goal of increasing non-interest income over time. We have sought to reduce our dependence on net interest income by increasing fee-based income across a broad spectrum of loan and deposit products.  It is expected that we will also benefit from increased ancillary income for service activities related to those products.  The Company completed a comprehensive study in late 2019 to better understand and monitor the competitive environment for these types of noninterest income opportunities and to improve its product design and customer relationship optimization strategies.  A significant number of product design changes were implemented in 2020 and are expected to benefit future periods.  In recent years, we have also sought to increase the breath of services that we provide to our customers. We offer property and casualty and life insurance through our subsidiary, Pathfinder Risk Management Company, Inc., and its insurance agency subsidiary, the FitzGibbons Agency, LLC. Additionally, Pathfinder Bank’s investment services operations provide brokerage services to our customers for purchasing stocks, bonds, mutual funds, annuities, and long-term care insurance products.  We intend to gradually increase our emphasis on the growth of these businesses.  We believe that there will be resultant opportunities to cross-sell these products to our deposit and loan customers which will thereby increase our non-interest income over time.

 

Banking platform and technologies.  We have committed significant resources to establish a banking platform to accommodate future growth by upgrading our information systems and customer service technologies, maintaining a robust risk management and compliance staff, improving credit administration functionality, and upgrading our physical infrastructure. We believe that these investments will enable us to achieve operational efficiencies with minimal additional investments, while providing increased convenience for our customers.

 

Controlling the rate of growth in operating expenses.  The Company has sought to reduce the rate of growth in its operating expenses relative to the rate of revenue growth and to thereby increase its overall profitability.  Substantial new budgetary and expense control mechanisms were implemented during 2019 that management believes have contributed to a reduction in overall operating expenses in 2020 and that will continue to reduce the rate of growth in operating expenses in 2021 and beyond. In 2020, the Company’s efficiency ratio was 68.7%, a 10.1 % decline from the 78.8% efficiency ratio in 2019, which is consistent with the implementation of these budgetary and expense control mechanisms.

 

Managing capital. The Company received $24.9 million in net proceeds from the sale of approximately 2.6 million shares of common stock as a result of the Conversion in October 2014. In October 2015, the Company executed the issuance of the $10.0 million non-amortizing Subordinated Loan and subsequently used those proceeds in February 2016 to substantially fund the full retirement of $13.0 million in SBLF Preferred stock.  The Company received $19.6 million in net proceeds from the sale of 306,977 shares of common stock and 1,155,283 shares of preferred stock as a result of the Private Placement in May 2019. In October 2020, the Company executed the issuance of the $25.0 million non-amortizing Subordinated Loan.  Since 2014, we have successfully leveraged the $44.5 million in net new equity capital and the $35.0 million in the two Subordinated Loans by growing our consolidated assets by $657.5 million, or 113.3%, to $1.2 billion at December 31, 2020.. It is our intent to balance our future growth with capital adequacy considerations in a manner that will continue to allow us to effectively serve all of our key stakeholders and maintain our “well capitalized” capital position.

COVID-19 Response  

In early January 2020, the World Health Organization issued an alert that a novel coronavirus outbreak was emanating from Wuhan, Hubei Province in China. Over the course of the next several weeks, the outbreak continued to spread to various regions of the world, prompting the World Health Organization to declare COVID-19 a global pandemic on March 11, 2020.   In the United States, by the end of March 2020, the rapid spread of the COVID-19 virus invoked various Federal and New York State authorities to make emergency declarations and issue executive orders to limit the spread of the disease.  Measures included restrictions on international and domestic travel, limitations on public gatherings, implementation of social distancing and sanitization protocols, school closings, orders to shelter in place and mandates to close all non-essential businesses to the public.  To widely varying degrees, largely dependent upon the level of regional and national outbreaks and the resultant levels of strain on available medical resources, these very substantial mandated curtailments of social and economic activity had been relaxed globally in the third and fourth quarters of

- 38 -

 


2020.  However, the number of reported positive cases (partly due to increased testing) in the United States have continued to be at high levels as of the date of this filing and new strains of the virus, potentially more contagious and more virulent have been reported in many parts of the world, including in the United States.  Further, there still are virtually no localities within the United States that have completely returned to substantively normal business and social activities at the time of this filing.  

As a result of the initial and continuing outbreak, and governmental responses thereto, the spread of the coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences.  The Company has many employees working remotely and has significantly reduced physical customer contact with employees and other customers.  Initially, branch activities were limited to drive-thru transactions whenever possible, teleconferencing and in-branch “appointments only” services.  The Bank’s branches are now fully accessible to the public but remain in strict compliance with all applicable social distancing and sanitization guidelines.  Since the start of the pandemic, transactional volume has also increased through the Bank’s telephone, mobile and internet banking channels.  We will take further actions, focused on safety, as may be required by government authorities or that we determine to be in the best interests of our employees, customers and business partners.

Concerns about the spread of the disease and its anticipated negative impact on economic activity, severely disrupted both domestic and international financial markets prompting the world’s central banks to inject significant amounts of monetary stimulus into their respective economies. In the United States, the Federal Reserve System’s Federal Open Market Committee, swiftly cut the target Federal Funds rate to a range of 0% to 0.25%, where it remains as of the date of this filing.  The reductions in the Fed funds target rate included a 50 basis point reduction in the target federal funds rate on March 3, 2020 and an additional 100 basis point reduction on March 15, 2020. In addition, the Federal Reserve initiated various market support programs to ease the stress on financial markets.  This significant reduction in short-term interest rates has reduced, and will continue to reduce, the Bank’s cost of funds and interest earning-asset yields.  The long-term effects of the current interest rate environment, resulting from government and central bank responses to the pandemic, on the Bank’s net interest margins cannot be predicted with certainty at this time.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), signed into law on March 27, 2020, provided financial assistance in various forms to both businesses and consumers, including the establishment and funding of the Paycheck Protection Program (“PPP”).  In addition, the CARES Act also created many directives affecting the operations of financial services providers, such as the Company, including a forbearance program for federally-backed mortgage loans and protections for borrowers from negative credit reporting due to loan accommodations related to the national emergency. The banking regulatory agencies have likewise issued guidance encouraging financial institutions to work prudently with borrowers who are, or may be, unable to meet their contractual payment obligations because of the effects of COVID-19. The Company has worked to assist its business and consumer customers affected by COVID-19.  

On December 27, 2020, following passage by the United States Congress, President Donald J. Trump signed into law the Consolidated Appropriations Act, 2021 which included the Coronavirus Response and Relief Supplemental Appropriations Act (“CRRSAA”).  The intent of this legislation was to provide another round of Economic Impact Payments to eligible individuals and families, renew the PPP to support small businesses and their employees, ensure needed access to unemployment benefits for Americans who have lost their jobs due to COVID-19, and provide additional funding for schools, vaccine distribution, and other important sectors of the economy.  While CRRSSA is expected to benefit the economic recovery and be supportive of the Company’s business activities, the effect of this legislation on the operations of the Company cannot be determined with certainty at this time.

The Bank participated in the PPP funded by the U.S. Treasury Department and administered by the U.S. SBA pursuant to the CARES Act and subsequent legislation.  PPP loans have an interest rate of 1.0% and a two-year or five-year loan term to maturity. The SBA guarantees 100% of the PPP loans made to eligible borrowers.  The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and the loan proceeds are used for qualifying expenses. Through December 31, 2020, the Bank has received approval from the SBA for 699 loans totaling approximately $75.3 million through this program. The program was extended at least through the first quarter of 2021. The Bank is participating in the second round of PPP.   The Bank is now also assisting borrowers with the loan forgiveness phase of the process. As of this filing, the Company has submitted 312 loans totaling approximately $33.7 million to the SBA for forgiveness.

Borrowers that were delinquent in their payments to the Bank, prior to requesting a COVID-19 related financial hardship payment deferral were reviewed on a case by case basis for troubled debt restructure classification and non-performing loan status.  In the instances where the Company granted a payment deferral to a delinquent borrower because of COVID-19, the borrower’s delinquency status was frozen as of February 29, 2020, and their loans will continue to be reported as delinquent during the deferment period based on their delinquency status as of that date.  The long-term collectability of deferred loan payments will depend on many factors, including the future progression of the pandemic, potential medical breakthroughs in therapeutic treatments and/or vaccines, the pace of vaccine distributions, further economic stimulus from government authorities, the rate at which governmental restrictions on business activities are relaxed and the adequacy and sustainability of other sources of repayment such as loan collateral.  Consistent with industry regulatory guidance, borrowers that were granted COVID-19 related deferrals but were otherwise current on loan

- 39 -

 


payments will continue to have their loans reported as current loans during the agreed upon deferral period(s), accrue interest and not be accounted for as troubled debt restructurings.  

Through December 31, 2020, the Bank granted payment deferral requests for an initial period of 90 days on 618 loans representing approximately $137.4 million of existing loan balances.  Upon the receipt of borrower requests, additional 90 day deferral periods were generally granted.  Of these granted deferrals, 303 loans, totaling $24.0 million, were residential mortgage or consumer loans.  At December 31, 2020, 265 residential and consumer loans, totaling $21.3 million, have been returned to non-deferral status.  Of these granted deferrals, 315 loans, totaling $113.3 million, were commercial real estate or other commercial and industrial loans. At December 31, 2020, 291 commercial real estate or other commercial and industrial loans, totaling $98.9 million, have been returned to non-deferral status. Therefore, at December 31, 2020, 38 residential mortgage and consumer loans, totaling $2.7 million and 24 commercial real estate and other commercial and industrial loans, totaling $14.4 million remained in deferral status.  These loans still in deferral status therefore totaled $17.1 million and represented 2.1% of all loans outstanding at December 31, 2020. After consultations with certain of these commercial loan borrowers, 11 loans, representing $8.3 million, have been granted an additional 90 day deferral period beyond 180 days as of December 31, 2020.  These loans are included in the $17.1 million in loans still in deferred status at December 31, 2020.   On an extremely limited basis, additional deferral periods will potentially be granted subject to further analysis and discussion with specific borrowers.  To the extent that such modifications meet the criteria previously described they have not been classified as troubled debt restructurings nor classified as nonperforming at December 31, 2020.  Loans not granted additional deferral periods have been, and will continue to be, categorized as nonaccrual loans if the borrowers fail to make the first scheduled payment following the end of the deferral period.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

The most significant accounting policies followed by the Company are presented in Note 1 to the consolidated financial statements.  These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the consolidated financial statements and how those values are determined.  Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the allowance for loan losses, deferred income tax assets and liabilities, pension obligations, the evaluation of investment securities for other than temporary impairment, the annual evaluation of the Company’s goodwill for possible impairment, and the estimation of fair values for accounting and disclosure purposes to be the accounting areas that require the most subjective and complex judgments.  These areas could be the most subject to revision as new information becomes available.

Allowance for Loan Losses. The allowance for loan losses represents management's estimate of probable loan losses inherent in the loan portfolio.  Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment on the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and environmental factors, all of which may be susceptible to significant change.  The Company establishes a specific allowance for all commercial loans in excess of the total related credit threshold of $100,000 and single borrower residential mortgage loans in excess of the total related credit threshold of $300,000 identified as being impaired which are on nonaccrual and have been risk rated under the Company’s risk rating system as substandard, doubtful, or loss. The Company also establishes a specific allowance, regardless of the size of the loan, for all loans subject to a troubled debt restructuring agreement.  In addition, an accruing substandard loan could be identified as being impaired.  The measurement of impaired loans is generally based upon the present value of future cash flows discounted at the historical effective interest rate, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral, less costs to sell.  At December 31, 2020, the Bank’s position in impaired loans consisted of 52 loans totaling $22.8 million.  Of these loans, 15 loans, totaling $1.3 million, were valued using the present value of future cash flows method; and 37 loans, totaling $21.5 million, were valued based on a collateral analysis.  For all other loans, the Company uses the general allocation methodology that establishes an allowance to estimate the probable incurred loss for each risk-rating category.  Note 1 to the consolidated financial statements describes the methodology used to determine the allowance for loan losses and a discussion of the factors driving changes in the amount of the allowance for loan losses is included in this report.

- 40 -

 


Deferred Income Tax Assets and Liabilities.  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. Effective in January 2018, the Company adopted a modification methodology that was at the time newly made available under the New York State tax code, affecting how the Company’s state income tax liability is computed.  Under this adopted methodology, management determined in the first quarter of 2019, it was unlikely that the Company would pay income taxes to New York State in future periods and therefore in the quarter ended March 31, 2019, the Company established, through a charge to earnings, a valuation allowance in the amount of $136,000 in order to reserve against deferred tax assets related to New York State income taxes.  This valuation allowance against the value of those deferred tax assets was established to reduce the net deferred tax asset related to New York State income taxes to $0.  Management is continuously monitoring its future tax consequences to determine if the Company’s deferred taxes are properly stated.  In the first quarter of 2020, consistent with policy, management reviewed all facts and circumstances related to its deferred taxes and determined that based on the expected filings of future New York State tax returns, the valuation allowance created in 2019 was no longer needed.   Therefore management elected to eliminate its New York State net deferred tax asset valuation allowance during the quarter ended March 31, 2020. 

Pension Obligations.  Pension and postretirement 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 financial statements contained herein.  

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

Evaluation of Goodwill.  Management performs an annual evaluation of the Company’s goodwill for possible impairment.  Based on the results of the 2020 evaluation, management has determined that the carrying value of goodwill is not impaired as of December 31, 2020.  The evaluation approach is described in Note 10 of the consolidated financial statements contained herein.

Estimation of Fair Value.  The estimation of fair value is significant to several of our assets; including investment securities available-for-sale, interest rate derivative (discussed in detail in Note 22 of the consolidated financial statements), 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 consolidated financial statements.  Fair values on our available-for-sale securities may be influenced by a number of factors; including market interest rates, prepayment speeds, discount rates, and the shape of yield curves.

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

- 41 -

 


RECENT EVENTS

On December 21, 2020, the Company announced that its Board of Directors had declared a cash dividend of $0.06 per common and preferred share, and a cash dividend of $0.06 per notional share for the issued Warrant.  The dividend was payable on February 5, 2021 to shareholders of record on January 15, 2021.

EXECUTIVE SUMMARY AND RESULTS OF OPERATIONS

The Company reported net income of $7.0 million for 2020, an increase of $2.7 million, or 62.5%, as compared to net income of $4.3 million for 2019.  Net income increased during 2020, as compared to the previous year, due to an increase in net interest income before the provision for loan losses of $3.4 million, an increase in noninterest income of $1.6 million, and a decrease in noninterest expense of $650,000.  These increases were partially offset by an increase in the provision for loan losses of $2.7 million and an increase in income tax expense of $130,000.  Basic and diluted earnings per share in 2020 were both $1.17 per share, as compared to $0.80 per share in 2019.  Return on average assets increased 17 basis points to 0.60% in 2020 from 0.43% in 2019.  Return on average equity increased 209 basis points to 7.43% in 2020 as compared to 5.34% in 2019.  The increase in return on average assets in 2020, as compared to the previous year, was primarily due to the increase net income outpacing average asset growth.  Average assets increased in 2020 by $161.3 million, or 16.0%, as the Company grew its total assets from $1.1 billion at December 31, 2019 to $1.2 billion at December 31, 2020.  The increase in return on average equity in 2020, as compared to the previous year, was primarily due to the increase in net income outpacing the growth in equity.

  

Net interest income, before provision for loan losses, increased $3.4 million, or 12.1%, to $31.6 million in 2020 on average interest earning assets of $1.1 billion as compared to net interest income before provision for loan losses of $28.2 million in 2019 on average interest earning assets of $947.9 million.  Interest and dividend income increased $749,000 in 2020 to $42.5 million, as compared to interest and dividend income of $41.8 million in 2019.  The aggregate increase in the average balance of interest-earning assets of $151.1 million was partially offset by a decrease of 53 basis points in the overall average yield earned on those assets.  The $749,000 increase in interest income was further enhanced by a decrease in interest expense of $2.7 million due to a decrease in the average rate paid on interest-bearing liabilities of 48 basis points in 2020 as compared to 2019, partially offset by an increase in those average interest-bearing liabilities of $100.8 million.

 

The Company recorded a provision for loan losses of $4.7 million in 2020 as compared to $2.0 million in the prior year.  The $2.7 million year-over-year increase in provision for loan losses was primarily due to economic uncertainty and the resultant potential for increased credit losses in future periods, as a result of the COVID-19 pandemic. Additionally, the provision reflected an increase in outstanding loan balances, excluding PPP loans, of $56.8 million, or 8.2%, in 2020 as compared to 2019, as well as an increase in the non-performing loans to period end loans as a result of the addition of three commercial loan relationships. Net loan balances increased 5.2% from December 31, 2019 to December 31, 2020. The Company recorded $599,000 in net charge-offs in 2020 as compared to $603,000 in net charge-offs in 2019.  The ratio of net charge-offs to average loans decreased to 0.08% in 2020 from 0.09% in 2019.

 

Noninterest income was $6.5 million in 2020, an increase of $1.6 million, or 31.9%, from $4.9 million in 2019. This increase was primarily the result of a $1.1 million increase in net gains on the sales of loans and foreclosed real estate, and a $747,000 increase in net gains on sales and redemptions of investment securities.  The increased gain on the sales of loans and foreclosed real estate was primarily the result of the sale of $35.9 million in seasoned, conforming residential mortgage loans that was completed in January 2020 and resulted in the recognition of a gain of $659,000. The increase in the net gains on sales of loans in 2020 was also the result of increased originations of 1-4 family residential mortgages sold into the secondary market.  The increase in the number of residential originations in 2020 was primarily due to significant declines in mortgage loan interest rates in 2020 as compared to the previous year.  The investment securities sales were part of the Company’s portfolio optimization and liquidity management strategies and were sold in order to improve the expected future total returns within the investment portfolio, particularly in light of potentially increased prepayment activity, related to the sharp decline in general interest rates, and/or potential credit downgrade concerns following the onset of the COVID-19 pandemic. Also contributing to the increase in noninterest income was loan servicing fees, debit card interchange fees, and insurance agency revenue, which increased $150,000, $114,000, and $111,000, respectively.  The net increase in these categories of noninterest income were in part due to the Company’s increased strategic focus on improving recurring noninterest income. However, overall increases in noninterest income were significantly muted in the second and third quarters of 2020 by reduced customer activity levels and the Bank’s increased levels of fee waivers and forbearances in response to the local economic effects of the COVID-19 pandemic.  These net increases in noninterest income were partially offset by a $710,000 increase in net losses on equity securities, as discussed below.

 

Since 2016, the Company held a passive equity investment, acquired for $534,000, in an otherwise unaffiliated financial institution.  The issuer of that originally-purchased common stock was acquired in June 2020 by another financial institution (the acquiring bank).  Upon the closing of the transaction, the acquisition resulted in the Company receiving total cash and stock compensation of $911,000 for its equity investment, based on the closing stock price of the acquiring institution on June 30, 2020.  As

- 42 -

 


a result, during the second quarter of 2020, the Company recorded a net gain on sales and redemptions of investment securities of $115,000 and a gain on equity securities of $438,000.  The Company retained its shares of the acquiring bank, valued at $682,000 at December 31, 2020, and has the ability to hold the investment indefinitely.  In the fourth quarter of 2020, the Company received a cash dividend of $7,000 from the acquiring bank and recognized a net gain of $48,000 resulting from the quarter-over-quarter change in the market value of this investment.  

 

In addition, the Company held a fixed-income, non-exchange traded investment, previously categorized as available-for-sale, which was managed since its acquisition in 2017 by an external party. The investment was previously reported at its stated net asset value, which was $2.1 million at March 31, 2020.  The investment, was substantially restructured and subsequently listed on June 17, 2020 as a publicly-traded common stock on the New York Stock Exchange.  Due to what management believes were technical factors related to the listing itself, and the almost universal pricing pressure on publicly-traded assets of this type in the current uncertain economic environment, the closing stock price at June 30, 2020 was significantly below the historical amortized cost of the investment on that date.  Therefore, the restructuring and listing events caused the Company to recognize an unrealized loss in the second quarter of $1.2 million, which was measured by the difference between the newly-issued stock’s closing price at June 30, 2020 and its net asset value at March 31, 2020.  The Company’s management believes that the investment is fundamentally sound, will sustainably generate significant dividend income in the future and that the Company has the ability to hold the security indefinitely.  In the fourth quarter of 2020, the Company received a cash dividend of $39,000 from the issuer of this stock investment and recognized a net gain of $121,000 resulting from the quarter-over-quarter change in the market value of this investment.

 

Noninterest expense decreased $650,000, or 2.5%, to $25.1 million in 2020 from $25.7 million in 2019. The year-over-year decrease in noninterest expense was principally driven by a $421,000 reduction in community service activities expenses, a $295,000 decrease in other expenses, a $287,000 decrease in foreclosed real estate expenses, and a $192,000 decrease in personnel expenses.  These decreases were partially offset by increases in building and occupancy costs and the FDIC assessment of $339,000 and $278,000, respectively. The decrease in community service activates was primarily due to the significant restrictions placed on many business activities as a result of the pandemic and an associated decrease in community-sponsored events and activities by the Bank. The decrease in other expenses was due to decreases in travel and training expense and meals and entertainment expense.   These expenses were substantially curtailed during the year as a result of the significant restrictions placed on many business activities as a result of the pandemic. Foreclosed real estate expenses decreased $287,000 as a result of a foreclosed property that the Bank paid taxes on in 2019.  This foreclosed property was sold in February 2019.  The decrease in personnel expenses in 2020, as compared to 2019, was primarily due to a decrease in employee benefits.  The decrease in employee benefits for the year ended December 31, 2020, as compared to 2019, was primarily due to decreases in pension, employee medical, and other employee benefits expenses.  Pension expense decreased primarily due to the higher market value of pension assets held in trust at January 1, 2020 as compared to the same date in 2019.  The higher market values for pension assets resulted from market value appreciation of those assets in 2019.  Medical expenses declined primarily due to reduced employee utilization of elective medical services and increased cost sharing of certain medical costs with employees in 2020, as compared to the previous year.  The decrease in other employee benefits expenses related to reduced levels of certain training, employee recognition and other employee-related activities due primarily to restrictions on such activities resulting from the pandemic.

Total assets were $1.2 billion at December 31, 2020 as compared to $1.1 billion at December 31, 2019.  The increase in total assets of $133.6 million, or 12.2%, was the result of the increase in investment securities of $66.2 million, the increase in loans, principally commercial loans, of $44.0 million, and the $23.3 million increase in cash and cash equivalents.  All other assets increased by a net $4.1 million.  The increase in total assets in 2020 was funded largely by a $114.0 million increase in deposits, specifically an $80.6 million increase in customer deposits, and a $33.4 million increase in brokered deposits.

Net loan charge-offs to average loans were 0.08% for 2020, as compared to 0.09% for 2019. Nonperforming loans to total loans were 2.58% at December 31, 2020, up 191 basis points compared to 0.67% at December 31, 2019. The allowance for loan losses to non-performing loans at December 31, 2020 was 59.89%, compared with 165.25% at December 31, 2019. Nonperforming loans to total loans increased from December 31, 2019 primarily due to the addition of three commercial loan relationships, comprised of five individual loans, with aggregate outstanding loan balances of $14.5 million, which were placed in nonaccrual in 2020.  These relationships, include secured loans (secured by third-party pledges, other governmental grants and/or business assets), unsecured loans, and loans collateralized by commercial real estate.

 

Pursuant to the CARES Act and subsequent legislation, financial institutions have the option to temporarily suspend certain requirements under U.S. generally accepted accounting principles related to troubled debt restructurings for a limited period of time to account for the effects of COVID-19. This provision allows a financial institution the option to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020 and the earlier of (i) January 1, 2022 or (ii) 60 days after the end of the COVID-19 national emergency. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. The Bank elected to adopt these provisions of the CARES Act.

- 43 -

 


Management is monitoring these entities closely and has incorporated our current estimate of the ultimate collectability of these loans into the reported allowance for loan losses at December 31, 2020. Overall the allowance for loan losses to year end loans increased from 1.11% at December 31, 2019 to 1.55% at December 31, 2020.  This increase reflected management’s estimate of the probable losses inherent in the current loan portfolio.  

Total past due loans measured as a percent of total loans, decreased from 2.09% at December 31, 2019 to 1.85% at December 31, 2020, primarily due to a decrease of $813,000 in past due commercial loans and a $386,000 decrease in past due residential loans, partially offset by a $220,000 increase in past due consumer loans. The level of nonperforming loans increased in aggregate by $16.1 million led by an increase of $15.0 million in nonperforming commercial loans, a $995,000 increase in nonperforming residential loans, and a $116,000 increase in nonperforming consumer loans.  Commensurate with the increase in nonperforming loans to year end loans, the ratio of nonperforming assets to total assets increased to 1.74% at December 31, 2020 from 0.49% at December 31, 2019.

The Company’s shareholders’ equity increased $7.0 million, or 7.8%, to $97.5 million at December 31, 2020 from $90.4 million at December 31, 2019.  This increase was primarily due to a $5.4 million increase in retained earnings, a $735,000 increase in comprehensive income, a $662,000 increase in additional paid in capital and a $180,000 increase in ESOP shares earned.  Comprehensive income increased primarily as the result of losses on derivatives and hedging activities, partially offset by the unrealized gains on available for sale securities during 2020.  The increase in retained earnings resulted from $7.0 million in net income recorded in 2020.  Partially offsetting this increase in retained earnings were $1.1 million for cash dividends declared on our common stock, $291,000 for cash dividends declared on our preferred stock, and $30,000 for cash dividends declared on our issued warrant.  

Net Interest Income

Net interest income is the Company's primary source of operating income.  It is the amount by which interest earned on interest-earning deposits, loans and investment securities exceeds the interest paid on deposits and borrowed money.  Changes in net interest income and the net interest margin ratio resulted from the interaction between the volume and composition of interest earning assets, interest-bearing liabilities, and their respective yields and funding costs.

The following comments refer to the table of Average Balances and Rates and the Rate/Volume Analysis, both of which follow below.

Net interest income, before provision for loan losses, increased $3.4 million, or 12.1%, to $31.6 million in 2020 as compared to $28.2 million in the previous year. Our net interest margin for the year ended December 31, 2020 decreased to 2.88% from 2.98% for the comparable prior year.  The increase in net interest income was primarily due to a $749,000, or 1.8%, increase in interest and dividend income in 2020 to $42.5 million primarily as a result of the $151.1 million, or 15.9%, increase in the average balance of interest earning assets (due primarily to loan growth), partially offset by the 53 basis point decrease in the average yield earned on those assets.  This increase in interest income was enhanced by a decrease in interest expense of $2.7 million, or 19.7%, during 2020, as compared to the previous year.  The decrease in interest expense was primarily due to a decrease in the average rate paid on interest-bearing liabilities of 48 basis points in 2020 as compared to 2019, partially offset by an increase in those average interest-bearing liabilities of $100.8 million.

- 44 -

 


Average Balances and Rates

The following table sets forth information concerning average interest-earning assets and interest-bearing liabilities and the yields and rates thereon. Interest income and resultant yield information in the table has not been adjusted for tax equivalency. Averages are computed on the daily average balance for each month in the period divided by the number of days in the period. Yields and amounts earned include loan fees. Nonaccrual loans have been included in interest-earning assets for purposes of these calculations.

 

 

 

For the years ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

Average

 

 

 

 

 

 

Yield /

 

 

Average

 

 

 

 

 

 

Yield /

 

 

Average

 

 

 

 

 

 

Yield /

 

(Dollars in thousands)

 

Balance

 

 

Interest

 

 

Cost

 

 

Balance

 

 

Interest

 

 

Cost

 

 

Balance

 

 

Interest

 

 

Cost

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

797,099

 

 

$

35,421

 

 

 

4.44

%

 

$

691,712

 

 

$

34,035

 

 

 

4.92

%

 

$

609,648

 

 

$

28,426

 

 

 

4.66

%

Taxable investment securities

 

 

256,590

 

 

 

6,848

 

 

 

2.67

%

 

 

231,656

 

 

 

7,241

 

 

 

3.13

%

 

 

197,477

 

 

 

5,418

 

 

 

2.74

%

Tax-exempt investment securities

 

 

8,992

 

 

 

159

 

 

 

1.77

%

 

 

7,679

 

 

 

178

 

 

 

2.32

%

 

 

28,444

 

 

 

720

 

 

 

2.53

%

Fed funds sold and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interest-earning deposits

 

 

36,366

 

 

 

79

 

 

 

0.22

%

 

 

16,939

 

 

 

304

 

 

 

1.79

%

 

 

16,496

 

 

 

246

 

 

 

1.49

%

Total interest-earning assets

 

 

1,099,047

 

 

 

42,507

 

 

 

3.87

%

 

 

947,986

 

 

 

41,758

 

 

 

4.40

%

 

 

852,065

 

 

 

34,810

 

 

 

4.09

%

Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

79,024

 

 

 

 

 

 

 

 

 

 

 

66,705

 

 

 

 

 

 

 

 

 

 

 

57,529

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

 

(10,584

)

 

 

 

 

 

 

 

 

 

 

(7,782

)

 

 

 

 

 

 

 

 

 

 

(7,531

)

 

 

 

 

 

 

 

 

Net unrealized losses

   on available-for-sale securities

 

 

(447

)

 

 

 

 

 

 

 

 

 

 

(1,215

)

 

 

 

 

 

 

 

 

 

 

(4,018

)

 

 

 

 

 

 

 

 

Total assets

 

$

1,167,040

 

 

 

 

 

 

 

 

 

 

$

1,005,694

 

 

 

 

 

 

 

 

 

 

$

898,045

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

$

79,338

 

 

$

159

 

 

 

0.20

%

 

$

66,945

 

 

$

120

 

 

 

0.18

%

 

$

66,934

 

 

$

116

 

 

 

0.17

%

Money management accounts

 

 

15,482

 

 

 

18

 

 

 

0.12

%

 

 

13,711

 

 

 

21

 

 

 

0.15

%

 

 

13,584

 

 

 

21

 

 

 

0.15

%

MMDA accounts

 

 

211,191

 

 

 

1,381

 

 

 

0.65

%

 

 

189,373

 

 

 

1,772

 

 

 

0.94

%

 

 

236,958

 

 

 

2,262

 

 

 

0.95

%

Savings and club accounts

 

 

96,381

 

 

 

97

 

 

 

0.10

%

 

 

83,798

 

 

 

98

 

 

 

0.12

%

 

 

83,511

 

 

 

85

 

 

 

0.10

%

Time deposits

 

 

407,910

 

 

 

6,457

 

 

 

1.58

%

 

 

364,636

 

 

 

8,702

 

 

 

2.39

%

 

 

243,342

 

 

 

4,328

 

 

 

1.78

%

Subordinated loans

 

 

20,421

 

 

 

1,101

 

 

 

5.39

%

 

 

15,108

 

 

 

863

 

 

 

5.71

%

 

 

15,075

 

 

 

846

 

 

 

5.61

%

Borrowings

 

 

81,434

 

 

 

1,651

 

 

 

2.03

%

 

 

77,795

 

 

 

1,952

 

 

 

2.51

%

 

 

71,875

 

 

 

1,386

 

 

 

1.93

%

Total interest-bearing liabilities

 

 

912,157

 

 

 

10,864

 

 

 

1.19

%

 

 

811,366

 

 

 

13,528

 

 

 

1.67

%

 

 

731,279

 

 

 

9,044

 

 

 

1.24

%

Noninterest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

148,739

 

 

 

 

 

 

 

 

 

 

 

103,727

 

 

 

 

 

 

 

 

 

 

 

96,719

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

12,558

 

 

 

 

 

 

 

 

 

 

 

10,465

 

 

 

 

 

 

 

 

 

 

 

6,380

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

1,073,454

 

 

 

 

 

 

 

 

 

 

 

925,558

 

 

 

 

 

 

 

 

 

 

 

834,378

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

 

93,586

 

 

 

 

 

 

 

 

 

 

 

80,136

 

 

 

 

 

 

 

 

 

 

 

63,667

 

 

 

 

 

 

 

 

 

Total liabilities & shareholders' equity

 

$

1,167,040

 

 

 

 

 

 

 

 

 

 

$

1,005,694

 

 

 

 

 

 

 

 

 

 

$

898,045

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

31,643

 

 

 

 

 

 

 

 

 

 

$

28,230

 

 

 

 

 

 

 

 

 

 

$

25,766

 

 

 

 

 

Net interest rate spread

 

 

 

 

 

 

 

 

 

 

2.68

%

 

 

 

 

 

 

 

 

 

 

2.73

%

 

 

 

 

 

 

 

 

 

 

2.85

%

Net interest margin

 

 

 

 

 

 

 

 

 

 

2.88

%

 

 

 

 

 

 

 

 

 

 

2.98

%

 

 

 

 

 

 

 

 

 

 

3.02

%

Ratio of average interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to average interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

120.49

%

 

 

 

 

 

 

 

 

 

 

116.84

%

 

 

 

 

 

 

 

 

 

 

116.52

%

 


- 45 -

 


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 years 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.

 

 

 

Years Ended December 31,

 

 

 

2020 vs. 2019

 

 

2019 vs. 2018

 

 

 

Increase/(Decrease) Due to

 

 

Increase/(Decrease) Due to

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

Increase

 

 

 

 

 

 

 

 

 

 

Increase

 

(In thousands)

 

Volume

 

 

Rate

 

 

(Decrease)

 

 

Volume

 

 

Rate

 

 

(Decrease)

 

Interest Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

4,878

 

 

$

(3,492

)

 

$

1,386

 

 

$

3,976

 

 

$

1,633

 

 

$

5,609

 

Taxable investment securities

 

 

731

 

 

 

(1,124

)

 

 

(393

)

 

 

1,010

 

 

 

813

 

 

 

1,823

 

Tax-exempt investment securities

 

 

27

 

 

 

(46

)

 

 

(19

)

 

 

(486

)

 

 

(56

)

 

 

(542

)

Fed funds sold and interest-earning deposits

 

 

175

 

 

 

(400

)

 

 

(225

)

 

 

7

 

 

 

51

 

 

 

58

 

Total interest and dividend income

 

 

5,811

 

 

 

(5,062

)

 

 

749

 

 

 

4,507

 

 

 

2,441

 

 

 

6,948

 

Interest Expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

 

24

 

 

 

15

 

 

 

39

 

 

 

-

 

 

 

4

 

 

 

4

 

Money management accounts

 

 

2

 

 

 

(5

)

 

 

(3

)

 

 

-

 

 

 

-

 

 

 

-

 

MMDA accounts

 

 

187

 

 

 

(578

)

 

 

(391

)

 

 

(446

)

 

 

(44

)

 

 

(490

)

Savings and club accounts

 

 

14

 

 

 

(15

)

 

 

(1

)

 

 

-

 

 

 

13

 

 

 

13

 

Time deposits

 

 

942

 

 

 

(3,187

)

 

 

(2,245

)

 

 

2,595

 

 

 

1,779

 

 

 

4,374

 

Subordinated loans

 

 

289

 

 

 

(51

)

 

 

238

 

 

 

2

 

 

 

15

 

 

 

17

 

Borrowings

 

 

88

 

 

 

(389

)

 

 

(301

)

 

 

122

 

 

 

444

 

 

 

566

 

Total interest expense

 

 

1,546

 

 

 

(4,210

)

 

 

(2,664

)

 

 

2,273

 

 

 

2,211

 

 

 

4,484

 

Net change in net interest income

 

$

4,265

 

 

$

(852

)

 

$

3,413

 

 

$

2,234

 

 

$

230

 

 

$

2,464

 

 

Interest Income

Changes in interest income result from changes in the average balances of loans, securities, and interest-earning deposits and the related average yields on those balances.  

 

Interest and dividend income increased $749,000, or 1.8%, to $42.5 million in 2020 as compared to $41.8 million in 2019 due principally to the $151.1 million, or 15.9%, increase in average interest-earning assets.  The increase in average interest-earning assets was primarily due to the increase in the average balances of loans, which increased $105.4 million, or 15.2%, in 2020, as compared to the previous year. The increase in the average balance of loans reflected the Company’s continued success in its expansion within the greater Syracuse market and the Company’s participation in the PPP loan program.  The average yield earned on loans decreased 48 basis points to 4.44% in 2020 from 4.92% in 2019 as maturing higher rate loans were replaced by loans at current lower market rates, which was a direct result of the interest rate environment caused by the pandemic. The average balance of PPP loans outstanding in 2020 was $48.6 million with an average yield of 3.33%.  Excluding PPP loans, the average balance of loans was $748.5 million with an average yield of 4.52%. Interest on taxable investment securities decreased $393,000 in 2020, as compared with the previous year.  The average yields earned on taxable investment securities decreased 46 basis points to 2.67% in 2020 as compared to 3.13% in 2019, accounting for a decrease in interest income of $1.1 million in 2020, as compared to 2019.  The average balance of taxable investment securities increased $24.9 million, or 10.8%, in 2020, as compared to the previous year, accounting for an increase in 2020 interest income from taxable investment securities of $731,000 as compared to 2019.  


- 46 -

 


Interest Expense

Changes in interest expense result from changes in the average balances of deposits and borrowings and the related average interest costs on those balances.  

 

Interest expense decreased $2.7 million, or 19.7%, to $10.9 million in 2020, as compared to $13.5 million in the previous year.  The decrease in interest expense was primarily the result of a decrease in interest paid on time deposits of $2.2 million.  Decreases between 2020 and 2019 were recorded in average rates paid on time deposits of 81 basis points. The decrease in the average rates paid on those deposits reflected the general decline in market interest rates during 2020.  Partially offsetting the reduction in interest expenses on deposits was an increase of $100.7 million, or 12.4%, in the average balance of interest-bearing deposits in 2020 as compared to the previous year.  Further contributing to the decrease in interest expense was a $301,000 decrease in borrowings expense, which also decreased due to general decline in market interest rates during 2020.  These decreases in borrowed funds expense were partially offset by a $238,000 increase in subordinated loan expense, which was the result of the Company’s completion of a private placement of the fixed-to-floating rate 2020 subordinated loan during the fourth quarter of 2020. The Company currently plans to redeem approximately $10.0 million of previously issued loans that were outstanding on December 31, 2020, during the second quarter of 2021.

Provision for Loan Losses

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

The Company recorded a provision for loan losses of $4.7 million in 2020 as compared to $2.0 million in the prior year.  The $2.7 million year-over-year increase in provision for loan losses was primarily due to economic uncertainty and the resultant potential for increased credit losses in future periods, as a result of the COVID-19 pandemic. Additionally, the provision reflected an increase in outstanding loan balances, excluding PPP loans, of $56.8 million, or 8.2%, in 2020 as compared to 2019, as well as an increase in the non-performing loans to period end loans as a result of the addition of three commercial loan relationships. Net loan balances increased 5.2% from December 31, 2019 to December 31, 2020.  The Company recorded $599,000 in net charge-offs in 2020 as compared to $603,000 in net charge-offs in 2019.  The ratio of net charge-offs to average loans decreased to 0.08% in 2020 from 0.09% in 2019.

Nonperforming loans to total loans were 2.58% at December 31, 2020, up 191 basis points compared to 0.67% at December 31, 2019. The allowance for loan losses to non-performing loans at December 31, 2020 was 59.89%, compared with 165.25% at December 31, 2019. Nonperforming loans to total loans increased from December 31, 2019 primarily due to the addition of three commercial loan relationships, comprised of five individual loans, with aggregate outstanding loan balances of $14.5 million, which were placed in nonaccrual in 2020.  These relationships, include secured loans (secured by third-party pledges, other governmental grants and/or business assets), unsecured loans, and loans collateralized by commercial real estate.


- 47 -

 


Noninterest Income

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

 

The following table sets forth certain information on noninterest income for the years indicated.

 

 

 

Years Ended December 31,

 

(Dollars in thousands)

 

2020

 

 

2019

 

 

Change

 

Service charges on deposit accounts

 

$

1,395

 

 

$

1,391

 

 

$

4

 

 

 

0.3

%

Earnings and gain on bank owned life insurance

 

 

460

 

 

 

462

 

 

 

(2

)

 

 

-0.4

%

Loan servicing fees

 

 

361

 

 

 

211

 

 

 

150

 

 

 

71.1

%

Debit card interchange fees

 

 

771

 

 

 

657

 

 

 

114

 

 

 

17.4

%

Insurance agency revenue

 

 

955

 

 

 

844

 

 

 

111

 

 

 

13.2

%

Other charges, commissions and fees

 

 

917

 

 

 

878

 

 

 

39

 

 

 

4.4

%

Noninterest income before gains

 

 

4,859

 

 

 

4,443

 

 

 

416

 

 

 

9.4

%

Net gains on sales and redemptions of investment securities

 

 

1,076

 

 

 

329

 

 

 

747

 

 

 

227.1

%

Net gains on sales of loans and foreclosed real estate

 

 

1,179

 

 

 

64

 

 

 

1,115

 

 

 

1742.2

%

(Losses) gains on marketable equity securities

 

 

(629

)

 

 

81

 

 

 

(710

)

 

 

-876.5

%

Total noninterest income

 

$

6,485

 

 

$

4,917

 

 

$

1,568

 

 

 

31.9

%

Noninterest income for the year ended December 31, 2020 increased $1.6 million, or 31.9%, to $6.5 million from $4.9 million for the year ended December 31, 2019. Noninterest income before gains (losses) on the sales and redemptions of investment securities, gains (losses) on marketable equity securities, and gains on the sale of loans and foreclosed real estate increased $416,000, or 9.4%, to $4.9 million in 2020 as compared to $4.4 million in 2019. This $416,000 increase in 2020, as compared with the previous year, was primarily due to increases in loan servicing fees, debit card interchange fees, and insurance agency revenue, which increased $150,000, $114,000, and $111,000, respectively.

Net gains on the sales of loans and foreclosed real estate increased $1.1 million and net gains on the sales and redemptions of investment securities increased $747,000. The increased gain on the sales of loans and foreclosed real estate was primarily the result of the sale of $35.9 million in seasoned, conforming residential mortgage loans that was completed in January 2020 and resulted in the recognition of a gain of $659,000. The increase in the net gains on sale of loans in 2020 was also the result of increased originations of 1-4 family residential mortgages sold into the secondary market.  The increase in the number of residential originations in 2020 was primarily due to significant declines in mortgage loan interest rates in 2020 as compared to the previous year.  The investment securities sales were part of the Company’s portfolio optimization and liquidity management strategies and were sold in order to improve the expected future total returns within the investment portfolio, particularly in light of potentially increased prepayment activity, related to the sharp decline in general interest rates, and/or potential credit downgrade concerns following the onset of the COVID-19 pandemic.

Since 2016, the Company held a passive equity investment, acquired for $534,000, in an otherwise unaffiliated financial institution.  The issuer of that originally-purchased common stock was acquired in June 2020 by another financial institution (the acquiring bank).  Upon the closing of the transaction, the acquisition resulted in the Company receiving total cash and stock compensation of $911,000 for its equity investment, based on the closing stock price of the acquiring institution on June 30, 2020.  As a result, during the second quarter of 2020, the Company recorded a net gain on sales and redemptions of investment securities of $115,000 and a gain on equity securities of $438,000.  The Company retained its shares of the acquiring bank, valued at $682,000 at December 31, 2020, and has the ability to hold the investment indefinitely.  In the fourth quarter of 2020, the Company received a cash dividend of $7,000 from the acquiring bank and recognized a net gain of $48,000 resulting from the quarter-over-quarter change in the market value of this investment.  

 

In addition, the Company held a fixed-income, non-exchange traded investment, previously categorized as available-for-sale, which was managed since its acquisition in 2017 by an external party. The investment was previously reported at its stated net asset value, which was $2.1 million at March 31, 2020.  The investment, was substantially restructured and subsequently listed on June 17, 2020 as a publicly-traded common stock on the New York Stock Exchange.  Due to what management believes were technical factors related to the listing itself, and the almost universal pricing pressure on publicly-traded assets of this type in the current uncertain economic environment, the closing stock price at June 30, 2020 was significantly below the historical amortized cost of the investment on that date.  Therefore, the restructuring and listing events caused the Company to recognize an unrealized loss in the second quarter of $1.2 million, which was measured by the difference between the newly-issued stock’s closing price at June 30, 2020 and its net asset value at March 31, 2020.  The Company’s management believes that the investment is fundamentally sound, will sustainably

- 48 -

 


generate significant dividend income in the future and that the Company has the ability to hold the security indefinitely.  In the fourth quarter of 2020, the Company received a cash dividend of $39,000 from the issuer of this stock investment and recognized a net gain of $121,000 resulting from the quarter-over-quarter change in the market value of this investment.

Noninterest Expense

The following table sets forth certain information on noninterest expense for the years indicated.

 

 

 

Years Ended December 31,

 

(Dollars in thousands)

 

2020

 

 

2019

 

 

Change

 

Salaries and employee benefits

 

$

13,468

 

 

$

13,660

 

 

$

(192

)

 

 

-1.4

%

Building occupancy

 

 

3,013

 

 

 

2,674

 

 

 

339

 

 

 

12.7

%

Data processing

 

 

2,396

 

 

 

2,339

 

 

 

57

 

 

 

2.4

%

Professional and other services

 

 

1,210

 

 

 

1,325

 

 

 

(115

)

 

 

-8.7

%

Advertising

 

 

941

 

 

 

962

 

 

 

(21

)

 

 

-2.2

%

FDIC assessments

 

 

699

 

 

 

421

 

 

 

278

 

 

 

66.0

%

Audits and exams

 

 

507

 

 

 

427

 

 

 

80

 

 

 

18.7

%

Insurance agency expense

 

 

743

 

 

 

816

 

 

 

(73

)

 

 

-8.9

%

Community service activities

 

 

199

 

 

 

620

 

 

 

(421

)

 

 

-67.9

%

Foreclosed real estate expenses

 

 

50

 

 

 

337

 

 

 

(287

)

 

 

-85.2

%

Other expenses

 

 

1,854

 

 

 

2,149

 

 

 

(295

)

 

 

-13.7

%

Total noninterest expenses

 

$

25,080

 

 

$

25,730

 

 

$

(650

)

 

 

-2.5

%

 

Noninterest expenses for 2020 decreased $650,000, or 2.5%, to $25.1 million from $25.7 million for the prior year. The year-over-year decrease in noninterest expense was principally driven by a $421,000 reduction in community service activities expenses, a $295,000 decrease in other expenses, a $287,000 decrease in foreclosed real estate expenses, and a $192,000 decrease in personnel expenses. These decreases were partially offset by increases in building and occupancy costs and the FDIC assessment of $339,000 and $278,000, respectively.

 

Community service activities decreased $421,000, or 67.9%, in 2020 primarily due to the significant restrictions placed on many business activities as a result of the pandemic and an associated decrease in community-sponsored events and activities by the Bank.

 

Other expenses decreased $295,000, or 13.7%, due to decreases in travel and training expense and meals and entertainment expense.   These expenses were substantially curtailed during the year as a result of the significant restrictions placed on many business activities as a result of the pandemic.

 

Foreclosed real estate expenses decreased $287,000 as a result of a foreclosed property that the Bank paid taxes on in 2019.  This foreclosed property was sold in February 2019.

 

The year-over-year decrease of $192,000 in personnel expenses was primarily due to a decrease in employee benefits.  The decrease in employee benefits for the year ended December 31, 2020, as compared to 2019, was primarily due to decreases in pension, employee medical, and other employee benefits expenses.  Pension expense decreased primarily due to the higher market value of pension assets held in trust at January 1, 2020 as compared to the same date in 2019.  The higher market values for pension assets resulted from market value appreciation of those assets in 2019.  Medical expenses declined primarily due to reduced employee utilization of elective medical services and increased cost sharing of certain medical costs with employees in 2020, as compared to the previous year.  The decrease in other employee benefits expenses related to reduced levels of certain training, employee recognition and other employee-related activities due primarily to restrictions on such activities resulting from the pandemic.

 

These decreases were offset by increases in building and occupancy costs and the FDIC assessment.  Building and occupancy costs increased $339,000 as a result of an increase in maintenance costs and depreciation expense of $220,000 and $117,000, respectively. These increases are consistent with the Company’s recent refurbishments of certain branch and administrative locations and the relative timing of certain maintenance activities.  The FDIC assessment increased $278,000 and is consistent with the Bank’s growth in assets.

- 49 -

 


Income Tax Expense

The Company reported income tax expense of $1.3 million in 2020 and $1.2 million in 2019. Income tax expense increased $130,000 in 2020 as compared to the previous year.  Income tax expense increased in 2020, as compared to the previous year, as a result of the increase in pretax net income of $2.9 million, partially offset by a decrease in the effective tax rate in 2020, as described below.

The Company’s effective tax rate was 15.9% in 2020, as compared to 21.4% in 2019. The Company’s effective tax rate was reduced from the federal statutory income tax rate of 21.0% by 3.8% in 2020 as a result of anticipated New York State tax refunds described below and 2.0% by the combined effects of tax exempt income received in the form of interest on tax exempt loans and investment securities, and the increase in the value of its bank owned life insurance.  

The Company’s effective tax rate was reduced from the federal statutory income tax rate of 21.0% by 2.6% in 2019 by the combined effects of tax exempt income received in the form of interest on tax exempt loans and investment securities, and the increase in the value of its bank owned life insurance.  All other individually immaterial items related to the calculation of the Company’s effective tax rate in aggregate increased the Company’s effective tax rate by 0.5% in 2019.

 

Effective in January 2018, the Company adopted a modification methodology that was at the time newly made available under the New York State tax code, affecting how the Company’s state income tax liability is computed.  Under this adopted methodology, management determined in the first quarter of 2019, it was unlikely that the Company would pay income taxes to New York State in future periods and therefore in the quarter ended March 31, 2019, the Company established, through a charge to earnings, a valuation allowance in the amount of $136,000 in order to reserve against deferred tax assets related to New York State income taxes.  This valuation allowance against the value of those deferred tax assets was established to reduce the net deferred tax asset related to New York State income taxes to $-0-.  Management is continuously monitoring its future tax consequences to determine if the Company’s deferred taxes are properly stated.  In the first quarter of 2020, consistent with policy, management reviewed all facts and circumstances related to its deferred taxes and determined that based on the expected filings of future New York State tax returns, the valuation allowance created in 2019 was no longer needed.   Therefore management elected to eliminate its New York State net deferred tax asset valuation allowance during the quarter ended March 31, 2020. 

 

In the first quarter of 2021, the Company filed amended New York State tax returns for 2015 through 2017 (the “carryback years”). The returns were amended from their original filings in order to file carryback claims utilizing New York State net operating losses generated under New York State tax law in 2018.  As a result, the Company expects to receive $316,000 in tax refunds from New York State for taxes previously paid in the carryback years.  This anticipated refund has been applied to the effective tax rate of the Company in 2020 in accordance with GAAP.  The recognition of this anticipated tax refund in 2020 reduced the Company’s effective tax rate by 3.8% in 2020.

As a Maryland business corporation, the Company is required to file an annual report with, and pay franchise taxes to, the State of Maryland.

See Note 17 to the consolidated financial statements for the reconciliation of the statutory tax rate to the effective tax rate.  

Earnings Per Share

Basic and diluted earnings per share for the year ended December 31, 2020 were both $1.17, as compared to basic and diluted earnings per share of $0.80 for the year ended December 31, 2019.  The increase in earnings per share between these two periods was due to the increase in net income available to common shareholders between these two time periods.  Further information on earnings per share can be found in Note 3 of this Form 10-K.

CHANGES IN FINANCIAL CONDITION

Total assets were $1.2 billion at December 31, 2020 as compared to $1.1 billion at December 31, 2019.  The increase in total assets of $133.6 million, or 12.2%, was the result of the increase in investment securities of $66.2 million, the increase in loans, principally commercial loans, of $44.0 million, and the $23.3 million increase in cash and cash equivalents.  All other assets increased by a net $4.1 million.  The increase in total assets in 2020 was funded largely by a $114.0 million increase in deposits, specifically an $80.6 million increase in customer deposits, and a $33.4 million increase in brokered deposits.


- 50 -

 


Investment Securities

The investment portfolio represented 24.2% of the Company’s average interest earning assets in 2020 and is designed to generate a favorable rate of return in consideration of all risk factors associated with debt securities while assisting the Company in meeting its liquidity needs and interest rate risk strategies.  All of the Company’s investments, with the exception of marketable equity securities, are classified as either available-for-sale or held-to-maturity.  The Company does not hold any trading securities.  The Company invests primarily in securities issued by United States Government agencies and sponsored enterprises (“GSE”), mortgage-backed securities, collateralized mortgage obligations, state and municipal obligations, mutual funds, equity securities, investment grade corporate debt instruments, and common stock issued by the FHLBNY.  By investing in these types of assets, the Company reduces the credit risk of its asset base through geographical and collateral-type diversification but must accept lower yields than would typically be available on loan products.  Our mortgage-backed securities and collateralized mortgage obligations portfolios include privately-issued but substantially over-collateralized pass-through securities as well as pass-through securities guaranteed by Fannie Mae, Freddie Mac, or Ginnie Mae.  At December 31, 2020, the investment securities portfolio had approximately 2.4% of its composition in various forms of pass-through securities comprised of seasoned mortgage-backed securities whose underlying collateral was, to varying degrees (depending on the individual security’s initial and current composition), considered sub-prime, re-performing or high-risk at the securities’ issuance dates. These privately-issued mortgage-backed securities are believed to be adequately collateralized by subordinate structures and ongoing credit support mechanisms and are, therefore, well insulated from loss of principal due to credit default.  

At December 31, 2020, available-for-sale investment securities increased 15.4% to $128.3 million and held-to-maturity investment securities increased 39.2% to $171.2 million. There were no securities that exceeded 10% of consolidated shareholders’ equity.  

Our available-for-sale investment securities are carried at fair value and our held-to-maturity investment securities are carried at amortized cost.

The following table sets forth the carrying value of the Company's investment portfolio at December 31:

 

 

 

Available-for-Sale

 

 

Held-to-Maturity

 

(In thousands)

 

2020

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2018

 

Investment Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US treasury, agencies and GSEs

 

$

6,416

 

 

$

16,820

 

 

$

17,031

 

 

$

1,000

 

 

$

1,998

 

 

$

3,987

 

State and political subdivisions

 

 

23,753

 

 

 

1,736

 

 

 

23,065

 

 

 

16,482

 

 

 

8,534

 

 

 

5,089

 

Corporate

 

 

12,668

 

 

 

12,554

 

 

 

17,200

 

 

 

36,441

 

 

 

25,779

 

 

 

9,924

 

Asset backed securities

 

 

8,607

 

 

 

13,232

 

 

 

18,119

 

 

 

18,414

 

 

 

23,099

 

 

 

1,509

 

Residential mortgage-backed - US agency

 

 

25,211

 

 

 

18,980

 

 

 

31,666

 

 

 

11,807

 

 

 

13,715

 

 

 

11,601

 

Collateralized mortgage obligations - US agency

 

 

26,464

 

 

 

30,785

 

 

 

46,441

 

 

 

24,482

 

 

 

19,607

 

 

 

13,972

 

Collateralized mortgage obligations - Private label

 

 

24,936

 

 

 

16,821

 

 

 

23,936

 

 

 

62,598

 

 

 

30,256

 

 

 

7,826

 

Common stock - financial services industry

 

 

206

 

 

 

206

 

 

 

206

 

 

 

-

 

 

 

-

 

 

 

-

 

Total investment securities

 

$

128,261

 

 

$

111,134

 

 

$

177,664

 

 

$

171,224

 

 

$

122,988

 

 

$

53,908

 

 


- 51 -

 


The following table sets forth the scheduled maturities, amortized cost, fair values and average yields for the Company's investment securities at December 31, 2020. Average yield is calculated on the amortized cost to maturity.  Adjustable rate mortgage-backed securities are included in the period in which interest rates are next scheduled to be reset.

AVAILABLE FOR SALE

 

 

 

 

 

 

 

 

 

 

 

More Than One

 

 

More Than Five

 

 

 

One Year or Less

 

 

to Five Years

 

 

to Ten Years

 

 

 

 

 

 

 

Annualized

 

 

 

 

 

 

Annualized

 

 

 

 

 

 

Annualized

 

 

 

Amortized

 

 

Weighted

 

 

Amortized

 

 

Weighted

 

 

Amortized

 

 

Weighted

 

(Dollars in thousands)

 

Cost

 

 

Avg Yield

 

 

Cost

 

 

Avg Yield

 

 

Cost

 

 

Avg Yield

 

Debt investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US Treasury, agencies and GSEs

 

$

-

 

 

 

-

 

 

$

-

��

 

 

-

 

 

$

6,428

 

 

 

1.38

%

State and political subdivisions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Corporate

 

 

530

 

 

 

2.38

%

 

 

6,888

 

 

 

2.50

%

 

 

4,975

 

 

 

4.38

%

Asset backed securities

 

 

-

 

 

 

-

 

 

 

1,988

 

 

 

3.75

%

 

 

1,713

 

 

 

3.99

%

Total

 

$

530

 

 

 

2.38

%

 

$

8,876

 

 

 

2.78

%

 

$

13,116

 

 

 

2.86

%

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed - US agency

 

$

-

 

 

 

-

 

 

$

269

 

 

 

3.30

%

 

$

985

 

 

 

2.04

%

Collateralized mortgage obligations - US agency

 

 

-

 

 

 

-

 

 

 

1,299

 

 

 

1.68

%

 

 

3,707

 

 

 

1.25

%

Collateralized mortgage obligations - Private label

 

 

203

 

 

 

4.84

%

 

 

1,753

 

 

 

3.38

%

 

 

-

 

 

 

-

 

Total

 

$

203

 

 

 

4.84

%

 

$

3,321

 

 

 

2.71

%

 

$

4,692

 

 

 

1.42

%

Other non-maturity investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

$

206

 

 

 

0.53

%

 

$

-

 

 

 

-

 

 

$

-

 

 

 

-

 

Total

 

$

206

 

 

 

0.53

%

 

$

-

 

 

 

-

 

 

$

-

 

 

 

-

 

Total investment securities

 

$

939

 

 

 

2.51

%

 

$

12,197

 

 

 

2.76

%

 

$

17,808

 

 

 

2.48

%

 

 

 

More Than Ten Years

 

 

Total Investment Securities

 

 

 

 

 

 

 

Annualized

 

 

 

 

 

 

 

 

 

 

Annualized

 

 

 

Amortized

 

 

Weighted

 

 

Amortized

 

 

Fair

 

 

Weighted

 

(Dollars in thousands)

 

Cost

 

 

Avg Yield

 

 

Cost

 

 

Value

 

 

Avg Yield

 

Debt investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US Treasury, agencies and GSEs

 

$

-

 

 

 

-

 

 

$

6,428

 

 

$

6,416

 

 

 

0.46

%

State and political subdivisions

 

 

23,235

 

 

 

2.15

%

 

 

23,235

 

 

 

23,753

 

 

 

0.72

%

Corporate

 

 

-

 

 

 

-

 

 

 

12,393

 

 

 

12,668

 

 

 

3.09

%

Asset backed securities

 

 

4,871

 

 

 

3.31

%

 

 

8,572

 

 

 

8,607

 

 

 

3.68

%

Total

 

$

28,106

 

 

 

2.35

%

 

$

50,628

 

 

$

51,444

 

 

 

1.76

%

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed - US agency

 

$

23,602

 

 

 

2.25

%

 

$

24,856

 

 

$

25,211

 

 

 

2.53

%

Collateralized mortgage obligations - US agency

 

 

21,770

 

 

 

1.39

%

 

 

26,776

 

 

 

26,464

 

 

 

0.88

%

Collateralized mortgage obligations - Private label

 

 

22,706

 

 

 

2.97

%

 

 

24,662

 

 

 

24,936

 

 

 

3.73

%

Total

 

$

68,078

 

 

 

2.22

%

 

$

76,294

 

 

$

76,611

 

 

 

2.35

%

Other non-maturity investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

$

-

 

 

 

-

 

 

$

206

 

 

$

206

 

 

 

0.53

%

Total

 

$

-

 

 

 

-

 

 

$

206

 

 

$

206

 

 

 

0.53

%

Total investment securities

 

$

96,184

 

 

 

2.25

%

 

$

127,128

 

 

$

128,261

 

 

 

2.11

%

- 52 -

 


 

HELD-TO-MATURITY

 

 

 

 

 

 

 

 

 

 

 

More Than One

 

 

More Than Five

 

 

 

One Year or Less

 

 

to Five Years

 

 

to Ten Years

 

 

 

 

 

 

 

Annualized

 

 

 

 

 

 

Annualized

 

 

 

 

 

 

Annualized

 

 

 

Amortized

 

 

Weighted

 

 

Amortized

 

 

Weighted

 

 

Amortized

 

 

Weighted

 

(Dollars in thousands)

 

Cost

 

 

Avg Yield

 

 

Cost

 

 

Avg Yield

 

 

Cost

 

 

Avg Yield

 

Debt investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US Treasury, agencies and GSEs

 

$

1,000

 

 

 

1.70

%

 

$

-

 

 

 

-

 

 

$

-

 

 

 

-

 

State and political subdivisions

 

 

672

 

 

 

3.02

%

 

 

4,804

 

 

 

3.10

%

 

 

2,682

 

 

 

3.89

%

Corporate

 

 

-

 

 

 

-

 

 

 

10,068

 

 

 

3.83

%

 

 

24,504

 

 

 

4.68

%

Asset backed securities

 

 

-

 

 

 

-

 

 

 

2,767

 

 

 

4.12

%

 

 

2,433

 

 

 

4.59

%

Total

 

$

1,672

 

 

 

2.23

%

 

$

17,639

 

 

 

3.68

%

 

$

29,619

 

 

 

4.60

%

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed - US agency

 

$

-

 

 

 

-

 

 

$

2,783

 

 

 

3.22

%

 

$

202

 

 

 

2.80

%

Collateralized mortgage obligations - US agency

 

 

881

 

 

 

3.94

%

 

 

7,665

 

 

 

2.77

%

 

 

3,242

 

 

 

2.40

%

Collateralized mortgage obligations - Private label

 

 

-

 

 

 

-

 

 

 

24,955

 

 

 

3.94

%

 

 

1,974

 

 

 

3.65

%

Total

 

$

881

 

 

 

3.94

%

 

$

35,403

 

 

 

3.63

%

 

$

5,418

 

 

 

2.87

%

Total investment securities

 

$

2,553

 

 

 

2.82

%

 

$

53,042

 

 

 

3.65

%

 

$

35,037

 

 

 

4.33

%

 

 

 

More Than Ten Years

 

 

Total Investment Securities

 

 

 

 

 

 

 

Annualized

 

 

 

 

 

 

 

 

 

 

Annualized

 

 

 

Amortized

 

 

Weighted

 

 

Amortized

 

 

Fair

 

 

Weighted

 

(Dollars in thousands)

 

Cost

 

 

Avg Yield

 

 

Cost

 

 

Value

 

 

Avg Yield

 

Debt investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US Treasury, agencies and GSEs

 

$

-

 

 

 

-

 

 

$

1,000

 

 

$

1,002

 

 

 

1.70

%

State and political subdivisions

 

 

8,324

 

 

 

2.25

%

 

 

16,482

 

 

 

16,951

 

 

 

3.07

%

Corporate

 

 

1,869

 

 

 

3.74

%

 

 

36,441

 

 

 

37,535

 

 

 

4.08

%

Asset backed securities

 

 

13,214

 

 

 

2.94

%

 

 

18,414

 

 

 

18,455

 

 

 

3.88

%

Total

 

$

23,407

 

 

 

2.76

%

 

$

72,337

 

 

$

73,943

 

 

 

3.77

%

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed - US agency

 

$

8,822

 

 

 

2.64

%

 

$

11,807

 

 

$

12,282

 

 

 

2.17

%

Collateralized mortgage obligations - US agency

 

 

12,694

 

 

 

2.08

%

 

 

24,482

 

 

 

25,331

 

 

 

2.80

%

Collateralized mortgage obligations - Private label

 

 

35,669

 

 

 

2.79

%

 

 

62,598

 

 

 

63,379

 

 

 

2.15

%

Total

 

$

57,185

 

 

 

2.61

%

 

$

98,887

 

 

$

100,992

 

 

 

2.31

%

Total investment securities

 

$

80,592

 

 

 

2.65

%

 

$

171,224

 

 

$

174,935

 

 

 

2.93

%

 

The yield information disclosed above does not give effect to changes in fair value that are reflected in accumulated other comprehensive loss in consolidated shareholders’ equity.

Loans Receivable

Average loans receivable represented 72.5% of the Company’s average interest earning assets in 2020 and account for the greatest portion of total interest income.  At December 31, 2020, the Company has the largest portion of its loan portfolio in commercial loan products that represented 58.3% of total loans. These products include credits extended to businesses and political subdivisions within its marketplace that are typically secured by commercial real estate, equipment, inventories, and accounts receivable.  The residential mortgage loans product segment represents 28.5% of total loans at December 31, 2020.  The consumer loan products represents 13.2% of total loans at December 31, 2020.  The Company has seen the proportion of commercial loan products to total loans increase in recent years and it will continue to emphasize these types of loans.  Notwithstanding this emphasis, the Company also anticipates a continued commitment to financing the purchase or improvement of residential real estate in its market area.  

- 53 -

 


The following table sets forth the composition of our loan portfolio, including net deferred costs, in dollar amount and as a percentage of loans.

 

 

 

December 31,

 

(Dollars in thousands)

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

Residential real estate

 

$

233,094

 

 

 

28.2

%

 

$

212,663

 

 

 

27.2

%

 

$

238,894

 

 

 

38.5

%

 

$

221,623

 

 

 

38.2

%

 

$

206,900

 

 

 

42.0

%

Residential real estate held-for-sale

 

 

1,526

 

 

 

0.2

%

 

 

35,936

 

 

 

4.6

%

 

 

-

 

 

 

0.0

%

 

 

-

 

 

 

0.0

%

 

 

-

 

 

 

0.0

%

Commercial real estate

 

 

286,066

 

 

 

34.7

%

 

 

254,781

 

 

 

32.6

%

 

 

212,622

 

 

 

34.3

%

 

 

192,540

 

 

 

33.2

%

 

 

150,569

 

 

 

30.6

%

Commercial and tax exempt

 

 

194,963

 

 

 

23.6

%

 

 

148,776

 

 

 

19.0

%

 

 

116,914

 

 

 

18.8

%

 

 

111,786

 

 

 

19.2

%

 

 

103,394

 

 

 

21.0

%

Home equity and junior liens

 

 

38,941

 

 

 

4.7

%

 

 

46,688

 

 

 

6.0

%

 

 

26,416

 

 

 

4.3

%

 

 

26,235

 

 

 

4.5

%

 

 

24,991

 

 

 

5.1

%

Consumer loans

 

 

70,905

 

 

 

8.6

%

 

 

82,607

 

 

 

10.6

%

 

 

25,424

 

 

 

4.1

%

 

 

28,647

 

 

 

4.9

%

 

 

6,293

 

 

 

1.3

%

Total loans receivable

 

$

825,495

 

 

 

100.0

%

 

$

781,451

 

 

 

100.0

%

 

$

620,270

 

 

 

100.0

%

 

$

580,831

 

 

 

100.0

%

 

$

492,147

 

 

 

100.0

%

 

The following table shows the amount of loans outstanding, including net deferred costs, as of December 31, 2020 which, based on remaining scheduled repayments of principal, are due in the periods indicated.  Demand loans having no stated schedule of repayments, no stated maturity, and overdrafts are reported as one year or less.  Adjustable and floating rate loans are included in the period on which interest rates are next scheduled to adjust, rather than the period in which they contractually mature.  Fixed rate loans are included in the period in which the final contractual repayment is due.

 

 

 

Due Under

 

 

Due 1-5

 

 

Due Over

 

 

 

 

 

(In thousands)

 

One Year

 

 

Years

 

 

Five Years

 

 

Total

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

44,542

 

 

$

190,243

 

 

$

51,281

 

 

$

286,066

 

Residential real estate

 

 

9,831

 

 

 

13,741

 

 

 

211,048

 

 

 

234,620

 

Total real estate loans

 

 

54,373

 

 

 

203,984

 

 

 

262,329

 

 

 

520,686

 

Commercial and tax exempt

 

 

67,449

 

 

 

99,756

 

 

 

27,758

 

 

 

194,963

 

Home Equity and junior liens

 

 

16,264

 

 

 

2,777

 

 

 

19,900

 

 

 

38,941

 

Consumer

 

 

2,635

 

 

 

43,049

 

 

 

25,221

 

 

 

70,905

 

Total loans

 

$

140,721

 

 

$

349,566

 

 

$

335,208

 

 

$

825,495

 

 

The following table sets forth fixed- and adjustable-rate loans at December 31, 2020 that are contractually due after December 31, 2021:

 

(In thousands)

 

Due After

One Year

 

Interest rates:

 

 

 

 

Fixed

 

$

426,608

 

Variable

 

 

258,166

 

Total loans

 

$

684,774

 

Total loans receivable, including net deferred costs, increased $44.0 million, or 5.6%, to $825.5 million at December 31, 2020 when compared to $781.5 million at December 31, 2019, due to growth in commercial loans of $78.8 million, partially offset by decreases in consumer loans and residential loans of $19.5 million and $13.9 million, respectively.  The Company does not originate sub-prime, Alt-A, negative amortizing or other higher risk structured residential mortgages. Commercial loans increased primarily due to increases of $60.6 million in PPP loans and $32.0 million in commercial real estate loans.  This was reflective of high levels of participation in the government relief program, organic loan growth and the Company’s continued success in its expansion within the greater Syracuse, New York market.  The decrease in residential mortgage loans was primarily the result of the sale of $35.9 million in seasoned conforming residential mortgage loans in the first quarter of 2020, which generated a $659,000 gain.  The decrease in consumer loans was primarily due to general amortization.  The Company maintained its previously established credit standards, but continued to benefit from the expanding relationship-derived business activity within the markets that the Bank serves.

- 54 -

 


Nonperforming Loans and Assets

The following table represents information concerning the aggregate amount of nonperforming assets:

 

 

 

December 31,

 

(Dollars In thousands)

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

Nonaccrual loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and commercial real estate loans

 

$

17,978

 

 

$

3,002

 

 

$

830

 

 

$

2,443

 

 

$

1,863

 

Consumer

 

 

747

 

 

 

631

 

 

 

142

 

 

 

363

 

 

 

388

 

Residential mortgage loans

 

 

2,608

 

 

 

1,613

 

 

 

1,176

 

 

 

2,088

 

 

 

2,560

 

Total nonaccrual loans

 

 

21,333

 

 

 

5,246

 

 

 

2,148

 

 

 

4,894

 

 

 

4,811

 

Total nonperforming loans

 

 

21,333

 

 

 

5,246

 

 

 

2,148

 

 

 

4,894

 

 

 

4,811

 

Foreclosed real estate

 

 

-

 

 

 

88

 

 

 

1,173

 

 

 

468

 

 

 

597

 

Total nonperforming assets

 

$

21,333

 

 

$

5,334

 

 

$

3,321

 

 

$

5,362

 

 

$

5,408

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accruing troubled debt restructurings

 

$

3,554

 

 

$

2,008

 

 

$

2,574

 

 

$

2,539

 

 

$

5,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming loans to total loans

 

 

2.58

%

 

 

0.67

%

 

 

0.35

%

 

 

0.84

%

 

 

0.98

%

Nonperforming assets to total assets

 

 

1.74

%

 

 

0.49

%

 

 

0.36

%

 

 

0.61

%

 

 

0.72

%

 

Nonperforming assets include nonaccrual loans, nonaccrual troubled debt restructurings (“TDR”), and foreclosed real estate (“FRE”). Loans are considered a TDR when, due to a borrower’s financial difficulties, the Company makes a concession(s) to the borrower that it would not otherwise consider. These modifications may include an extension of the term of the loan, and granting a period when interest-only payments can be made, with the principal payments made over the remaining term of the loan or at maturity.  TDRs are included in the above table within the categories of nonaccrual loans or accruing TDRs.

 

Pursuant to the CARES Act and subsequent legislation, financial institutions have the option to temporarily suspend certain requirements under U.S. generally accepted accounting principles related to troubled debt restructurings for a limited period of time to account for the effects of COVID-19. This provision allows a financial institution the option to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020 and the earlier of (i) January 1, 2022 or (ii) 60 days after the end of the COVID-19 national emergency. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. The Bank elected to adopt these provisions of the CARES Act.

Total nonperforming loans increased $16.1 million, or 306.7%, between December 31, 2019 and December 31, 2020, driven by increases of $15.0 million, $995,000 and $116,000 in nonperforming commercial and commercial real estate loans, residential real estate loans, and consumer loans, respectively. The increase in nonperforming commercial and commercial real estate loans was primarily due to the addition of three commercial loan relationships, comprised of five individual loans, with aggregate outstanding loan balances of $14.5 million, which were placed in nonaccrual in 2020.  These relationships, include secured loans (secured by third-party pledges, other governmental grants and/or business assets), unsecured loans, and loans collateralized by commercial real estate.  Management is monitoring these entities closely and has incorporated our current estimate of the ultimate collectability of these loans into the reported allowance for loan losses at December 31, 2020.  Management believes that the value of the collateral properties underlying the loans is sufficient to preclude any significant losses related to these loans. Management continues to monitor and react to national and local economic trends as well as general portfolio conditions which may impact the quality of the portfolio, and considers these environmental factors in support of the allowance for loan loss reserve. Management believes that the current level of the allowance for loan losses, at $12.8 million at December 31, 2020, adequately addresses the current level of risk within the loan portfolio, particularly considering the types and levels of collateralization supporting the substantial majority of the portfolio. The Company maintains strict loan underwriting standards and carefully monitors the performance of the loan portfolio.  

Foreclosed Real Estate (“FRE”) balances decreased by $88,000 at December 31, 2020, from the prior year end and reflected the timing of foreclosures versus sales in 2020.  The number of FRE properties decreased from one to zero between these two dates.

The Company generally places a loan on nonaccrual status and ceases accruing interest when loan payment performance is deemed unsatisfactory and the loan is past due 90 days or more.  There are no loans that are past due 90 days or more and still accruing interest.  The Company considers a loan impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan.  Had the loans in nonaccrual status performed in accordance with their original terms, additional interest income of $685,000 and $222,000 would have been recorded for the years ended December 31, 2020 and December 31, 2019, respectively.

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The measurement of impaired loans is based upon the fair value of the collateral or the present value of future cash flows discounted at the historical effective interest rate for impaired loans when the receipt of contractual principal and interest is probable.  At December 31, 2020 and December 31, 2019, the Company had $22.8 million and $7.5 million in loans, which were deemed to be impaired, having specific reserves of $2.8 million and $830,000, respectively. The $15.3 million year-over-year increase in impaired loans was principally due to increases of $8.3 million, $6.0 million, and $741,000 in impaired commercial real estate loans, other commercial and industrial loans, and commercial lines of credit, respectively. All other loan product segments (which include residential loans and commercial lines of credit) reported modest year-over-year increases in impaired loans of $223,000 in aggregate.

The threshold for individually measuring impairment on commercial real estate or commercial loans remains at $100,000 and for residential mortgage loans remains at $300,000 at December 31, 2020. The thresholds described above do not apply to loans that have been classified as troubled debt restructurings, which are individually measured for impairment at the time that the restructuring is affected.

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 impaired loan reporting.  Potential problem loans decreased $8.3 million to $23.2 million at December 31, 2020, compared to $31.5 million at December 31, 2019.  These loans have been internally classified as special mention, substandard, or doubtful, yet are not currently considered impaired.  The decrease in potential problem loans was primarily due to a $5.7 million decrease in potential problem commercial real estate loans, a $2.3 million decrease in potential problem commercial and industrial loans and a $592,000 decrease in potential problem commercial lines of credit.  These decreases were partially offset by decreases in potential problem residential estate loans of $558,000.  The decrease in potential problem commercial real estate loans, commercial and industrial loans and commercial lines of credit was a result of the loans that were previously potential problem loans, which were deemed to be impaired during 2020.  

Total potential problem loans, including impaired loans, were $45.9 million at December 31, 2020, comprised of special mention, substandard and doubtful loans of $20.7 million, $23.7 million and $1.5 million, respectively.  Total potential problem loans, including impaired loans, were $38.9 million at December 31, 2019, comprised of special mention, substandard and doubtful loans of $30.3 million, $6.8 million and $1.8 million, respectively. Substandard loans increased $17.0 million, partially offset by decreases in special mention loans and doubtful loans of $9.6 million and $339,000, respectively, at December 31, 2020 as compared to December 31, 2019.  The increase in loans classified as substandard was primarily due to a $15.5 million increase in commercial loans, due to the addition of two relationships outstanding comprised of eight loans with an outstanding balance of $8.9 million. These relationships, include secured loans (secured by third-party pledges, other governmental grants and/or business assets), unsecured loans, and loans collateralized by commercial real estate.    

 

The Company measures delinquency based on the amount of past due loans as a percentage of total loans.  The ratio of delinquent loans to total loans decreased to 1.85% at December 31, 2020 as compared to 2.09% at December 31, 2019.  The delinquency statistics presented at December 31, 2020 do not include loan payment deferrals granted under the provisions of the CARES Act. Delinquent loans decreased $979,000 year-over-year, primarily due to a decrease of $813,000 in delinquent commercial loans.  At December 31, 2020, there were $15.3 million in loans past due including $3.8 million, $5.4 million and $6.1 million in loans 30-59 days, 60-89 days, and 90 days and over past due, respectively.  At December 31, 2019, there were $16.3 million in loans past due including $9.7 million, $1.4 million and $5.2 million in loans 30-59 days, 60-89 days, and 90 days and over past due, respectively.

 

The decrease of $979,000 in total loans past due at December 31, 2020, as compared to December 31, 2019, was primarily due to a decrease of $6.0 million in loans 30-59 days past due, partially offset by a $4.0 million and $980,000 increase in loans 60-89 days past due and loans 90 days and over past due, respectively. The decrease in loans 30-59 days past due was primarily due to a decrease of $6.3 million in commercial loans.  At December 31, 2020 there were 13 loans with an outstanding aggregate balance of $1.8 million that were 30-59 days past due, while at December 31, 2019, there were 18 loans with an outstanding aggregate balance of $8.2 million.  The increase in loans 60-89 days past due was primarily due to an increase of $4.1 million in commercial loans.  The increase in loans 90 days and over past due was primarily due to an increase of $1.5 million in delinquent commercial loans.

The ratio of the allowance to loan losses to year end loans at December 31, 2020 was 1.55% as compared to 1.11% at December 31, 2019.  

Loans purchased outside of the Bank’s general market area are subject to substantial prepurchase due diligence.  Homogenous pools of purchased loans are subject to prepurchase 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 collateral enhancements and other credit loss mitigation factors offered by the seller and the capabilities and financial stability of the servicing entities

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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 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 loan losses is adjusted, through the provision for loan 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 loan losses on the purchase date of the loan pools.

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.  

 

Allowance for Loan Losses

The allowance for loan losses is established through provision for loan losses and reduced by loan charge-offs net of recoveries. The allowance for loan losses represents the amount available for probable credit losses in the Company’s loan portfolio as estimated by management.  In its assessment of the qualitative factors used in arriving at the required allowance for loan losses, management considers changes in national and local economic trends, including the COVID-19 pandemic, the rate of the portfolios’ growth, trends in delinquencies and nonaccrual balances, changes in loan policy, and changes in management experience and staffing.  These factors, coupled with the recent historical loss experience within the loan portfolio by product segment support the estimable and probable losses within the loan portfolio.

The Company establishes a specific allocation for all commercial loans identified as being impaired with a balance in excess of $100,000 that are also on nonaccrual or have been risk rated under the Company’s risk rating system as substandard, doubtful, or loss. The measurement of impaired loans is based upon either the present value of future cash flows discounted at the historical effective interest rate or the fair value of the collateral, less costs to sell for collateral dependent loans.  At December 31, 2020, the Bank’s position in impaired loans consisted of 52 loans totaling $22.8 million.  Of these loans, 15 loans, totaling $1.3 million, were valued using the present value of future cash flows method; and 37 loans, totaling $21.5 million, were valued based on a collateral analysis. The Company uses the fair value of collateral, less costs to sell to measure impairment on commercial and commercial real estate loans.  Residential real estate loans in excess of $300,000 will also be included in this individual loan review.  Residential real estate loans less than this amount will be included in impaired loans if it is part of the total related credit to a previously identified impaired commercial loan.  The Company also establishes a specific allowance, regardless of the size of the loan, for all loans subject to a troubled debt restructuring agreement.

The allowance for loan losses at December 31, 2020 and 2019 was $12.8 million and $8.7 million, or 1.55% and 1.11% of total year end loans, respectively. The Company recorded $599,000 in net charge-offs in 2020 as compared to $603,000 in net charge-offs in 2019.  The ratio of net charge-offs to average loans decreased to 0.08% in 2020 from 0.09% in 2019.

For further discussion of our allowance for loan losses procedures, please see “Business-Allowance for Loan Losses” and in Note 6 to the consolidated financial statements contained in this Annual Report on Form 10-K.

 


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The following table sets forth the allocation of allowance for loan losses by loan category for the years indicated.  The allocation of the allowance by category is not necessarily indicative of future losses and does not restrict the use of the allowance to absorb losses in any category.

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

 

Allocation

 

 

Percent of

 

 

Allocation

 

 

Percent of

 

 

Allocation

 

 

Percent of

 

 

Allocation

 

 

Percent of

 

 

Allocation

 

 

Percent of

 

 

 

of the

 

 

Loans to

 

 

of the

 

 

Loans to

 

 

of the

 

 

Loans to

 

 

of the

 

 

Loans to

 

 

of the

 

 

Loans to

 

(Dollars in thousands)

 

Allowance

 

 

Total Loans

 

 

Allowance

 

 

Total Loans

 

 

Allowance

 

 

Total Loans

 

 

Allowance

 

 

Total Loans

 

 

Allowance

 

 

Total Loans

 

Residential real estate

 

$

931

 

 

 

28.2

%

 

$

580

 

 

 

27.2

%

 

$

766

 

 

 

38.5

%

 

$

865

 

 

 

38.2

%

 

$

759

 

 

 

42.0

%

Commercial real estate

 

 

4,776

 

 

 

34.7

%

 

 

4,010

 

 

 

32.6

%

 

 

3,578

 

 

 

34.3

%

 

 

3,589

 

 

 

33.2

%

 

 

2,935

 

 

 

30.6

%

Commercial and tax exempt

 

 

4,663

 

 

 

23.6

%

 

 

2,841

 

 

 

19.0

%