Financial Institutions Annual Report 2019

Plain-text annual report

Delivering on a brighter tomorrow. Financial Institutions, Inc. 2019 Annual Report Financial Institutions, Inc. provides diversiﬁed ﬁnancial services through its subsidiaries Five Star Bank, SDN Insurance Agency, LLC, Courier Capital, LLC and HNP Capital, LLC. Five Star Bank provides a wide range of consumer and commercial banking and lending services to individuals, municipalities and businesses through a network of more than 50 offices throughout Western and Central New York State. Additional Five Star Bank information is available at www.ﬁve-starbank.com. SDN Insurance® provides a broad range of insurance services to personal and business clients. Courier Capital and HNP Capital provide customized investment management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans. Financial Institutions, Inc. and its subsidiaries employ approximately 700 individuals. The Company’s stock is listed on the Nasdaq Global Select Market under the symbol FISI. Additional information is available at www.ﬁiwarsaw.com. Corporate Proﬁle Fellow Shareholders As I write this annual letter to shareholders, the world is confronting one of the greatest health threats of our lifetime. The COVID-19 crisis has impacted the global economy and our thoughts remain with the individuals and communities who have been impacted. Our guiding principles through this crisis have been the safety and health of our associates, serving our customers to the highest standards and doing our part to slow community spread of the virus so that the most vulnerable can get the care they need. COVID-19 — Extraordinary Crisis It is now more critical than ever that individuals and businesses continue to have access to their financial institution and the ability to work with their trusted financial advisors. In many ways, we have brought certainty to customers, friends and neighbors dealing with so much uncertainty. In March, we enacted our business continuity plan. Our first steps related to social-distancing initiatives — the creation of less-dense work environments, resiliency through use of alternative locations, the implementation of non-essential business travel and visitor restrictions. Shortly thereafter, we adopted measures to limit customer traffic in most of our branch locations. We appreciate our retail associates’ unwavering dedication to our customers and their teammates. On March 23rd, recognizing the impact of economic stress caused by the crisis, we rolled out a series of solutions to support our customers and allow them to focus on their health and safety. These actions included the waiving or elimination of several types of fees, offering the opportunity for loan payment relief or deferrals and offering unsecured personal loans at a low rate. Business customers are faced with challenging and unique circumstances. Five Star Bank’s relationship managers are highly skilled in providing tailored financial solutions and they have been actively reaching out to learn how we can help. Small businesses are critically important to our local economies and we are focused on providing small business customers timely solutions that improve financial well-being, including those specific to Small Business Administration (SBA) relief programs and other relief programs available through the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Leveraging our strong historic commitment to small businesses and status as a Preferred SBA lender, we have been helping clients navigate newly passed legislation to take advantage of the Payroll Protection Program to source needed funds to cover operating expenses. Our associates at Courier Capital, HNP Capital and SDN Insurance® have been working with investment and insurance customers to determine appropriate actions that are responsive to the economic impact of the crisis. We entered the crisis in a position of strength based on our diversified business model, strong levels of capital and liquidity, historically strong asset quality metrics and a disciplined risk management and underwriting process. We are here for our customers, employees and communities in good and bad times — a safe harbor in this storm of uncertainty, volatility and anxiety. We do not know how this crisis will end, how long it will last, how much economic damage it will cause or how fast or slow the recovery will be. As the situation develops and we better understand the impacts on our company, we will continue to communicate with shareholders on our evolving strategies and expectations. Financial Institutions, Inc. 2019 Annual Report 01 20 19 2019 — A Year of Accomplishment and Strong Performance 2019 was a year of great accomplishment for our company. We generated the highest net income and pre-tax pre- provision income(1) in company history and strengthened our capital ratios. There were many contributing factors to these positive outcomes including growth in commercial and residential loans, the positive impact of balance sheet repositioning – including the rotation of securities into loans and rightsizing of our consumer indirect portfolio, gains from a timely investment securities sale, our interest rate swap program supporting commercial borrowers, expense control and beneﬁts from tax credit investments. We remain focused on driving long-term shareholder value and are continually seeking ways to improve profitability as demonstrated by the diverse ways we positively impacted net income in 2019. Net income for the year was $48.9 million compared to $39.5 million in 2018. After preferred dividends, net income available to common shareholders was $47.4 million, or $2.96 per diluted share, compared to $38.1 million, or $2.39 per diluted share, in 2018. Pre-tax pre- provision income(1) was $67.5 million compared to $58.5 million in 2018. Growth in total loans was 4.4%, led by a strong 15.5% increase in commercial mortgage loans and a 9.2% increase in residential real estate loans, partially offset by a 7.6% decrease in the consumer indirect portfolio. Consumer indirect loans continued the decline that we strategically implemented in 2018, as we maintain our focus on growing the relationship-based commercial and residential loan categories while scaling back consumer indirect lending. Our consumer indirect loan portfolio at year-end represented 26.4% of the total loan portfolio, down from 29.8% at December 31, 2018. We concluded our initiative of redeploying assets from investment securities into higher-yielding loans to improve the interest-earning asset mix. Net Income, Earnings per Share & Dividends [$ in Millions, except per share amounts] Net Income Available to Common Shareholders Diluted Earnings per Common Share Cash Dividends Declared per Common Share $47.4 $38.1 $2.39 $0.96 $32.1 $2.13 $2.13 $2$2$2$2$2$2$22$2$2$2$2$2$2.13131313131313131313131313 $0$0$0$0$0$0$0$0.$0.$0.$ 8585858585858585858585 $0.85 $2.96 $1.00 $30.5 $2$$2$2$2$2$2$2$2$2$2$2$2$2$2.11110101010100101010101 $2.10 $0.81 $0$0$0$0$0$0$0$0$0$0.$0.888181818181818181 26.9 $26.9 90909090909009090900 $1.90 19999 80808000000 $0.80 ‘15 ‘16 ‘17 ‘18 ‘19 Total Loans [$ in Millions] $3,221 $3,087 $2,735 $2,340 $876 $582 $18 $752 $550 $18 $1,020 $1,259 $2,084 $677 $508 $19 $880 $920 $634 $17 $1,516 $850 $677 $16 $1,678 ‘15 ‘16 ‘17 ‘18 ‘19 Commercial Consumer Other Residential Real Estate Consumer Indirect Growing Noninterest Income [$ in Millions] $30.3 $35.8 $34.7 $36.5 $40.4 ‘15 ‘16 ‘17 ‘18 ‘19 Financial Highlights (1) Non-GAAP measure; refer to GAAP to Non-GAAP reconciliation on page 10. We generated the highest net income and pre-tax pre-provision income in company history and strengthened our capital ratios. Total Deposits [$ in Millions] $3,000 $2,000 $1,000 $2,731 $2,094 $637 $3,210 $2,358 $852 $2,995 $2,293 $702 $3,556 $2,376 $1,180 $3,367 $2,347 $1,020 ‘15 ‘16 ‘17 ‘18 ‘19 Total Investment Securities Repositioning Our Balance Sheet by Deploying Securities into Loans [$ in Millions] $1,030 $1,083 $1,041 $892 $777 ‘15 ‘16 ‘17 ‘18 ‘19 Common Book Value & Tangible Common Book Value(2) [per share] [per share] Common Book Value Common Book Value Tangible Common Tangible Common Book Value(2) Book Value (2) $22.85 $18.16 $18$18$18$18$18$$1$1$18$18$18$18$1$1811.16 $20.82 $20.82 $$1$15$15$15$15$15$$15$15$15$15$1566262.626 $15.62 9.49 $19.49 147777777 $14.77 $26.35 $25 $23.79 $$19$19$19$19$$19$19$19$19$19$19$19000.01 $19.01 $21.66 $20 $15 $10 ‘15 ‘16 ‘17 ‘18 ‘19 The initiative resulted in a $115 million decrease in total investment securities in 2019 and contributed to a 10-basis point improvement in net interest margin, to 3.28%, as compared to 3.18% in 2018. Our investment securities portfolio comprised 17.7% of total assets at year-end as compared to 20.7% one year ago. Noninterest income grew by 10.7% in 2019, to $40 million. Key drivers of the increase were a third quarter repositioning of our securities portfolio that generated a $1.6 million gain, a $1.3 million increase in income from derivative instruments arranged for our commercial borrowers related to interest rate swap transactions, and a $1.1 million increase in investment advisory fees. We recognized the need for affordable and special needs housing in our markets and in 2018 we initiated a program to provide both debt and equity financing for these types of projects. In late 2019, we recognized federal and state tax beneﬁts related to tax credit investments placed in service, resulting in a $2.7 million reduction in income tax expense. Our continued focus on revenue growth and expense efficiency resulted in positive operating leverage and a strengthening of all regulatory capital ratios in 2019 as well as: • Improved return on average assets — from 0.95% in 2018 to 1.14% in 2019 • Improved return on average equity — from 10.18% in 2018 to 11.61% in 2019 • Improved tangible common equity to tangible assets(2), or TCE ratio — from 7.15% at December 31, 2018 to 8.05% at December 31, 2019 Total deposits grew $189 million in 2019, to $3.6 billion, driven by growth in the non-public (excluding CDs), public, brokered and reciprocal deposit portfolios. We lowered CD rates in the second half of the year, leading to a $40 million roll-off of high-cost, non-public CDs. As our loan portfolio grew over the past five years, we added significant resources to the credit and risk management functions. We remain strategically focused on the importance of credit discipline and support what we believe is an effective risk and control environment. At year-end 2019, the ratio of non-performing loans to total loans was 27 basis points and net charge- offs to average loans for the year was 37 basis points. In 2019, common book value per share increased 10.8%, from $23.79 at year-end 2018 to $26.35. Tangible common book value per share(2) increased 13.9%, from $19.01 at year-end 2018 to $21.66 — the 11th consecutive annual increase. Dividends Cash dividends declared to shareholders in 2019 totaled $1.00 per share, an increase of 4.2% from 2018. In February 2020, the company’s board of directors increased the quarterly dividend to common shareholders by 4.0% to $0.26 per share per quarter or $1.04 per share on an annualized basis. This increase represents our 10th consecutive year of dividend growth. (2) Non-GAAP measure; refer to GAAP to Non-GAAP reconciliation on page 34 of our Annual Report on Form 10-K, which follows. Financial Institutions, Inc. 2019 Annual Report 03 Enterprise standardization and the digital banking platform represent critical transformational and technology investments for our organization that are expected to improve relationships with our customers and enhance future profitability. Expansion in Buffalo In February 2020, we announced that state and federal banking regulators approved the opening of two new Five Star Bank branches in the City of Buffalo. These new locations will help us grow our branch network in the important Buffalo market, making us more accessible to residents and businesses and enabling us to deliver our style of community banking. Our associates at these branches will offer a robust set of products and services, designed to meet the needs of customers and deliver education, advice and solutions to help them to improve their financial well-being. The branches will be situated in vibrant commercial corridors and will extend the reach of Five Star Bank’s distribution system in both northern and southern directions from our existing downtown Fountain Plaza branch. The branch at 2222 Seneca Street addresses a gap in availability of banking services in the area and the 451 Elmwood Avenue branch will be part of a major adaptive redevelopment project. Both branches are planned to open by February 2021. 2020 Initiatives In 2019, we established the framework for two major initiatives that will be launched in 2020. First, is an enterprise standardization program. Supported by proven advisers who specialize in near-term, self-funding business process improvement, we are evaluating activities and functions across the organization, focusing on ways to improve operational efficiency and automate low-value, repetitive activities using robotic process automation while also enhancing the employee and customer experience. Once implemented, the goal of this initiative is to generate annualized expense savings within a range of $5 to $7 million. We also expect that a portion of these cost savings will be reinvested to support continued growth. The second initiative is Five Star Bank Digital Banking. This new platform will completely replace our existing digital platform for consumer and commercial customers and will significantly improve the user experience across all devices. A multiple-phase launch of Five Star Digital Banking is planned for the second quarter. New features to be offered include online account opening capabilities, additional money transfer options and enhanced cash management services for businesses of all sizes. Our existing cash management offerings are incomplete, reflective of a legacy community bank platform, and they have limited our ability to gather and effectively service commercial deposits. The Five Star Bank Digital Banking platform will enable us to provide much-needed services for our commercial customers and we believe it will put e it will put rger us on par with the capabilities of much larger financial institutions. re banking Most banks of our size are dependent on core banking orm is processors. Our new digital banking platform is eaningful outside of core and represents our first meaningful en fintech fintech partnership. Partnering with a proven fintech ence and provides a differentiated customer experience and mpetitive we believe it will position us to be more competitive ll be more in our markets. The new digital platform will be more is expensive than our existing system, but it is ss than expected to have a payback period of less than twelve months. Expansion Plans Our Commitment to Corporate Responsibility and Sustainability We are committed to all of our stakeholders — shareholders, customers, associates, the communities we serve and regulators. The stakeholder value proposition defined within our long-term strategy is to deliver: - Attractive Long-Term Returns for Shareholders - Meaningful Customer Experiences & Relationships - Engaged & Motivated Associates - Positive Contributions to Our Communities - Effective Engagement & Communication with Regulators Corporate Strategy Our Board of Directors regularly reviews our strategy, the environment in which we operate and the progress we are making toward our goals. Our strategy to deliver attractive long-term returns for our shareholders clearly defines strategic priorities as well as annual and multi-year plans to deliver on these priorities. We remain committed to an effective and efficient risk and control environment and our long-term strategy is firmly linked to an enterprise risk management program that is regularly reviewed by our Board of Directors. Financial Institutions, Inc. 2019 Annual Report 05 Culture Our company is mission-based — committed to the promise to put our customers’ financial well-being at the heart of everything we do. We work to build relationships that make a difference and we come to work every day empowered to help our customers, each other and the communities we serve. Our success in maintaining this promise is rooted in our culture, a culture developed to guide our associates in living our promise. We put our associates first and work to create an active and engaged workforce. We know that engagement leads to strong customer relationships. Immersing our associates in our culture of integrity, trust and respect allows us to acquire, grow and main- tain meaningful consumer and business relationships across our communities while also driving competitive advantage for the company. We also take great pride in offering a comprehensive and competitive total rewards package for our associates. Total rewards encompass the tangible value of a career with us and include base pay, health and welfare benefits, retirement planning, learning and career development opportunities, performance recognition programs, company culture and more. Responsibility & Sustainability Investing in a better future. Supporting Our Communities Our business extends beyond the delivery of banking, insurance and investment solutions. We serve as an employer, neighbor and steward of the communities in which we live and operate. Accordingly, we invest in and support the communities we serve through product offerings, financial investments and volunteer activities. We have made significant investments in products and people to ensure the availability of safe, transparent and fair financial products. Offerings include a suite of products tailored to meet the needs of unbanked, underbanked and low-to- moderate income individuals in the communities we serve, as well as programs to assist home buyers with grants and savings programs. A strong commitment to small business lending is demonstrated by Five Star Bank’s continued recognition by the Small Business Administration as a top lender in our markets. As noted previously, we also recognized the need for affordable and special needs housing and initiated a program to provide debt and equity financing for these types of projects. Through the award of grant dollars, we support programs and organizations that empower individuals and neighborhoods in the communities we serve. Financial support is also provided for numerous community events, festivals, youth sporting events and school functions. Our associates volunteer for events across Western New York and support hundreds of different community and professional organizations as volunteers, trustees and committee members. Giving back is a high priority for all of us at Five Star Bank, Courier Capital, HNP Capital and SDN Insurance®. Financial Institutions, Inc. 2019 Annual Report 07 In Conclusion Today, as I reﬂect on the impact of COVID-19 and the related changes we are experiencing in every aspect of our lives, I realize that 2019 may seem less important than it did a few short weeks ago. It certainly feels like an eternity since year-end. However, it’s appropriate to acknowledge the hard work and many accomplishments of our dedicated workforce. We’ve made it through a month of the new temporary normal, moving from business as usual operations to our new standard of working together from multiple locations — with many working from home — across our footprint. I am so proud of our collective resiliency and adaptation to many changes: social distancing, working remotely, school and daycare closings and heightened concern for our health and the health of our loved ones. Despite all these very serious issues and challenges, our communities need us and the special way we deliver ﬁnancial education, advice and solutions. My teammates have faced the many new challenges associated with COVID-19 with grace and fortitude. They continue to work every day, no matter the challenge, to serve our customers and improve our communities. I am proud to stand with them and serve with them. We are in this together and we will get through it together. Together. Today. Tomorrow. Always. Cordially, Martin K. Birmingham President and Chief Executive Officer April 17, 2020 Conclusion FFive Star Bank Five Star Bank SSeenior Managem Senior Management Scott D. Bader Scott D. Bader Technology Services Direc Technology Services Director Amy M. Barone Amy M. Barone Director of Operations Director of Operations Justin K. Bigham 1 2 Justin K. Bigham 1 2 Executive Vice President, Executive Vice President, Chief Financial Officer Chief Financial Officer Martin K. Birmingham 1 2 Martin K. Birmingham 1 2 President and Chief Executiv President and Chief Executive Officer Bethany L. Bowers Bethany L. Bowers Chief Compliance Officer Chief Compliance Officer Samuel J. Burruano Jr. 1 2 Samuel J. Burruano Jr. 1 2 General Counsel and Corpo General Counsel and Corporate Secretary Craig J. Burton Craig J. Burton Commercial Real Estate Ex Commercial Real Estate Executive Diane M. Camelio Diane M. Camelio Director of Retail Relations Director of Retail Relationships David G. Case David G. Case Chief Credit Officer Chief Credit Officer Staci L. Casseri Staci L. Casseri Director of Customer E Director of Customer Experience Jonathan W. Chase Jonathan W. Chase Retail Lending Admi Retail Lending Administrator Shelly J. Doran Shelly J. Doran Director of Investo Director of Investor and External Relations Joseph L. Dug Joseph L. Dugan 1 Chief Experien Chief Experience and Go To Market Officer Daniel B. Du Daniel B. Duggan Residentia Residential Lending Administrator Sonia M Sonia M. Dumbleton 2 Contr Controller, Principal Accounting Officer Jon M. Fogle Jo C Commercial Market Executive and Rochester Regional President Karla J.L. Gadley Community Development Officer Michael D. Grover Director of Financial Planning and Analysis and Tax William L. Kreienberg 1 2 Executive Vice President, Chief Banking and Revenue Officer Jillian M. Mangiafesto Corporate Counsel Laura J. Marlowe Director of Marketing Alison K. Miller Commercial Market Executive — Central NY Edward “Ted” S. Oexle C&I Lending Executive and Buffalo Regional President W. Jack Plants Jr. Corporate Treasurer Timothy J. Perrotta Manager of Total Rewards Randall R. Phillips Chief Risk Officer Cory M. Popen Enterprise Data Manager Brenda B. Schell Audit Manager Sean M. Willett 1 Chief Administration Officer __ SDN Insurance Agency, LLC Susan L. Bauer Managing Director __ Courier Capital, LLC Thomas J. Hanlon President HNP Capital, LLC John R. Piccirilli President __ Board of Directors Karl V. Anderson Jr. 3 7 Of Counsel at Mullen Associates PLLC Martin K. Birmingham President and CEO of Financial Institutions, Inc. and Five Star Bank Donald K. Boswell 3 6 8 President and CEO of the Western New York Public Broadcasting Association (WNED-TV and WBFO-FM) Dawn H. Burlew 5 7 8 Director of Government Affairs and Business Development of Corning Incorporated Andrew W. Dorn Jr. 4 5 7 Co-Managing Director and Director of Government and Community Relations of Energy Solutions Consortium, LLC Robert M. Glaser 3 President of Glaser Consulting, LLC Samuel M. Gullo 3 5 Owner and Operator of Family Furniture Susan R. Holliday 4 5 6 Vice Chair of the Board of Financial Institutions, Inc. and Five Star Bank; CEO of Dumbwaiter Design, LLC Robert N. Latella 4 Chair of the Board of Financial Institutions, Inc. and Five Star Bank; Of Counsel at Barclay Damon, LLP Kim E. VanGelder 6 7 8 Chief Information Officer and Senior Vice President of Eastman Kodak Company 1 Executive Management Committee Member 2 Also a Financial Institutions, Inc. officer 3 Audit Committee; Robert M. Glaser, Chair 4 Executive Committee; Robert N. Latella, Chair 5 Management Development and Compensation Committee; Andrew W. Dorn Jr., Chair 6 Nominating and Governance Committee; Susan R. Holliday, Chair 7 Risk Oversight Committee; Karl V. Anderson Jr., Chair 8 Technology and Data Committee; Kim E. VanGelder, Chair Financial Institutions, Inc. 2019 Annual Report 09 (Dollars in thousands, except per share data) At or for the year ended December 31, 2019 2018 2017 2016 2015 $4,311,698 3,052,684 892,258 3,366,907 508,702 396,293 378,965 302,792 $152,732 29,868 122,864 8,934 113,930 36,478 100,876 49,532 10,006 $39,526 1,461 $38,065 $2.39 $2.39 $0.96 $23.79 $19.01 $34.35 $24.49 $25.70 0.95% 10.18% 40.17% 3.18% 20.2% 62.73% 8.79% 7.15% Selected ﬁnancial condition data: Total assets Loans, net Investment securities Deposits Borrowings Shareholders’ equity Common shareholders’ equity Tangible common shareholders’ equity (1) Selected operations data: Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income Noninterest expense Income before income taxes Income tax expense Net income Preferred stock dividends Net income available to common shareholders Stock and related per share data: Earnings per common share: Basic Diluted Cash dividends declared per common share Common book value per share Tangible common book value per share (1) Market price (Nasdaq: FISI): High Low Close Performance and Capital ratios: Net income, returns on: Average assets Average equity Common dividend payout ratio Net interst margin (fully tax-equivalent) Effective tax rate Efficiency ratio(2) Common equity to assets Tangible commom equity to tangible assets(1) Reconciliation to Non-GAAP Financial Measure Pre-tax pre-provision income: Net Income Add: Income tax expense Add: Provision for loan losses Pre-tax pre-provision income Other data Number of branches Full time equivalent employees $4,384,178 3,190,505 776,917 3,555,675 314,773 438,947 421,619 346,696 $168,800 38,888 129,912 8,044 121,868 40,381 102,828 59,421 10,559 48,862 1,461 47,401 $2.97 $2.96 $1.00 $26.35 $21.66 $33.28 $25.50 $32.10 1.14% 11.61% 33.67% 3.28% 17.8% 60.59% 9.62% 8.05% $48,862 10,559 8,044 67,465 53 703 $4,105,210 2,700,345 1,041,439 3,210,174 485,331 381,177 363,848 289,145 $3,710,340 2,309,227 1,083,264 2,995,222 370,561 320,054 302,714 227,074 $3,381,024 2,056,677 1,030,112 2,730,531 332,090 293,844 276,504 209,558 $130,110 17,495 112,615 13,361 99,254 34,730 90,513 43,471 9,945 $33,526 1,462 $32,064 $2.13 $2.13 $0.85 $22.85 $18.16 $35.40 $25.65 $31.10 0.86% 9.62% 39.91% 3.21% 22.9% 60.65% 8.86% 7.17% $115,231 12,541 102,690 9,638 93,052 35,760 84,671 44,141 12,210 $31,931 1,462 $30,469 $2.11 $2.10 $0.81 $20.82 $15.62 $34.55 $25.98 $34.20 0.90% 10.01% 38.39% 3.24% 27.7% 60.95% 8.16% 6.25% $31,931 12,210 9,638 53,779 52 631 $105,450 10,137 95,313 7,381 87,932 30,337 79,393 38,876 10,539 $28,337 1,462 $26,875 $1.91 $1.90 $0.80 $19.49 $14.77 $ 29.04 $ 21.67 $28.00 0.87% 9.78% 41.88% 3.28% 27.1% 62.44% 8.18% 6.32% $28,337 10,539 7,381 46,257 50 660 $39,526 10,006 8,934 58,466 $33,526 9,945 13,361 56,832 53 702 53 639 1 This is a non-GAAP measure that we believe is useful in understanding our ﬁnancial performance and condition. Refer to the GAAP to Non-GAAP Reconciliation on page 34 of our Annual Report on Form 10-K, which follows, for further information. 2 Efficiency ratio provides a ratio of operating expenses to operating income. Efficiency ratio is calculated by dividing noninterest expense by net revenue, which is deﬁned as the sum of tax-equivalent net interest income and noninterest income before net gains on investment securities. The efficiency ratio is not a ﬁnancial measurement required by GAAP. However, the efficiency ratio is used by management in its assessment of ﬁnancial performance speciﬁcally as it relates to noninterest expense control. Management also believes such information is useful to investors in evaluating Company performance. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) Form 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to For the fiscal year ended December 31, 2019 OR Commission file number 000-26481 FINANCIAL INSTITUTIONS, INC. (Exact name of registrant as specified in its charter) NEW YORK (State or other jurisdiction of incorporation or organization) 16-0816610 (I.R.S. Employer Identification No.) 220 LIBERTY STREET, WARSAW, NEW YORK (Address of principal executive offices) 14569 (ZIP Code) Registrant’s telephone number, including area code: (585) 786-1100 Securities registered under Section 12(b) of the Exchange Act: Title of each class Common stock, par value $0.01 per share Trading Symbol(s) FISI Name of exchange on which registered Nasdaq Global Select Market Securities registered under Section 12(g) of the Exchange 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 an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer ☐ ☐ Accelerated filer Smaller reporting company Emerging growth company ☑ ☐ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ The aggregate market value of the registrant’s common stock, par value $0.01 per share, held by non-affiliates of the registrant, as computed by reference to the June 30, 2019 closing price reported by Nasdaq, was approximately $457,230,000. As of February 21, 2020, there were outstanding, exclusive of treasury shares, 16,002,899 shares of the registrant’s common stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for the 2020 Annual Meeting of Shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PART I PAGE Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation PART III Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-K Summary Signatures 4 19 30 30 30 30 31 32 37 58 61 132 132 132 133 133 133 134 134 135 136 137 FORWARD LOOKING INFORMATION PART I Statements and financial analysis contained in this Annual Report on Form 10-K that are based on other than historical data are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and include, among others: • • statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Financial Institutions, Inc. (the “Parent” or “FII”) and its subsidiaries (collectively, the “Company,” “we,” “our” or “us”); and statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects” or similar expressions. These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, in this Annual Report on Form 10-K, including, but not limited to, those presented in the Management’s Discussion and Analysis of Financial Condition and Results of Operations. Factors that might cause such material differences include, but are not limited to: If we experience greater credit losses than anticipated, earnings may be adversely impacted; Lack of seasoning in portions of our loan portfolio could increase risk of credit defaults in the future; • • Geographic concentration may unfavorably impact our operations; • Our commercial business and mortgage loans increase our exposure to credit risks; • Our indirect and consumer lending involves risk elements in addition to normal credit risk; • • We accept deposits that do not have a fixed term and which may be withdrawn by the customer at any time for any reason; • We depend on the accuracy and completeness of information about or from customers and counterparties; • We are subject to environmental liability risk associated with our lending activities; • We operate in a highly competitive industry and market area; • Changes to and replacement of the LIBOR Benchmark Interest Rate may adversely affect our business, financial condition, and results of operations; • Our insurance brokerage subsidiary is subject to risk related to the insurance industry; • Our investment advisory and wealth management operations are subject to risk related to the regulation of the financial services industry and market volatility; • Our tax strategies and the value of our deferred tax assets and liabilities could adversely affect our operating results and regulatory capital ratios; • We make certain assumptions and estimates in preparing our financial statements that may prove to be incorrect, which could significantly impact our results of operations, cash flows and financial condition, and we are subject to new or changing accounting rules and interpretations, and the failure by us to correctly interpret or apply these evolving rules and interpretations could have a material adverse effect; • We may be unable to successfully implement our growth strategies, including the integration and successful management of newly-acquired businesses; Liquidity is essential to our businesses; The value of our goodwill and other intangible assets may decline in the future; • Acquisitions may disrupt our business and dilute shareholder value; • • We use financial models for business planning purposes that may not adequately predict future results; • • We rely on dividends from our subsidiaries for most of our revenue; • We may not be able to attract and retain skilled people; • • • We face competition in staying current with technological changes and banking alternatives to compete and meet customer Severe weather, natural disasters, acts of war or terrorism, and other external events could significantly impact our business; If our risk management framework does not effectively identify or mitigate our risks, we could suffer losses; demands; • We rely on other companies to provide key components of our business infrastructure; • A breach in security of our or third party information systems, including the occurrence of a cyber incident or a deficiency in cybersecurity, or a failure by us to comply with New York State cybersecurity regulations, may subject us to liability, result in a loss of customer business or damage our brand image; • Any future FDIC insurance premium increases may adversely affect our earnings; - 3 - • We are highly regulated, and any adverse regulatory action may result in additional costs, loss of business opportunities, and reputational damage; Legal and regulatory proceedings and related matters could adversely affect us and the banking industry in general; The policies of the Federal Reserve have a significant impact on our earnings; • • • We are subject to interest rate risk, and a rising rate environment may reduce our income and result in higher defaults on our loans, whereas a falling rate environment may result in earlier loan prepayments than we expect, which may reduce our income; The soundness of other financial institutions could adversely affect us; • • Our business may be adversely affected by conditions in the financial markets and economic conditions generally; • We may need to raise additional capital in the future and such capital may not be available on acceptable terms or at all; • We may not pay or may reduce the dividends on our common stock; • We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation, which could dilute our current shareholders or negatively affect the value of our common stock; • Our certificate of incorporation, our bylaws, and certain banking laws may have an anti-takeover effect; and • The market price of our common stock may fluctuate significantly in response to a number of factors. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advise readers that various factors, including those described above, could affect our financial performance and could cause our actual results or circumstances for future periods to differ materially from those anticipated or projected. See also Item 1A, Risk Factors, of this Annual Report on Form 10-K for further information. Except as required by law, we do not undertake, and specifically disclaim any obligation to publicly release any revisions to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. ITEM 1. BUSINESS GENERAL The Parent is a financial holding company organized in 1931 under the laws of New York State (“New York” or “NYS”). The principal office of the Parent is located at 220 Liberty Street, Warsaw, New York 14569 and its telephone number is (585) 786-1100. The Parent was incorporated on September 15, 1931, but the continuity of the Company’s banking business is traced to the organization of the National Bank of Geneva on March 28, 1817. Except as the context otherwise requires, the Parent and its direct and indirect subsidiaries are collectively referred to in this report as the “Company.” Five Star Bank is referred to as “FSB” or “the Bank,” SDN Insurance Agency, LLC is referred to as “SDN,” Courier Capital, LLC is referred to as “Courier Capital” and HNP Capital, LLC is referred to as “HNP Capital.” The consolidated financial statements include the accounts of the Parent, the Bank, SDN, Courier Capital and HNP Capital. The Parent’s common stock is traded on the Nasdaq Global Select Market under the ticker symbol “FISI.” At December 31, 2019, the Company had 722 employees and consolidated total assets of $4.38 billion, deposits of $3.56 billion and shareholders’ equity of $438.9 million. The Parent’s primary business is the operation of its subsidiaries. It does not engage in any other substantial business activities. The Parent’s four direct wholly-owned subsidiaries are: (1) the Bank, which provides a full range of banking services to consumer, commercial and municipal customers in Western and Central New York; (2) SDN, which sells various premium-based insurance policies on a commission basis to commercial and consumer customers; and (3) Courier Capital and (4) HNP Capital, which both provide customized investment advice, wealth management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans. At December 31, 2019, the Bank represented 99.1%, SDN represented 0.4% and Courier Capital and HNP Capital combined represented 0.5% of the consolidated assets of the Company. Five Star Bank The Bank is a New York-chartered bank that has its headquarters at 55 North Main Street, Warsaw, NY, and a total of 53 full-service banking offices in the New York State counties of Allegany, Cattaraugus, Cayuga, Chautauqua, Chemung, Erie, Genesee, Livingston, Monroe, Ontario, Orleans, Seneca, Steuben, Wyoming and Yates counties. At December 31, 2019, the Bank had total assets of $4.35 billion, investment securities of $776.9 million, net loans of $3.19 billion, deposits of $3.56 billion and shareholders’ equity of $441.8 million. The Bank offers deposit products, which include checking and NOW accounts, savings accounts, and certificates of deposit, as its principal source of funding. The Bank’s deposits are insured up to the maximum permitted by the Bank Insurance Fund (the “Insurance Fund”) of the Federal Deposit Insurance Corporation (“FDIC”). The Bank offers a variety of loan products to its customers, including commercial and consumer loans. - 4 - SDN Insurance Agency, LLC SDN is a full-service insurance agency founded in 1923 and headquartered in Amherst, NY. SDN offers personal, commercial and financial services products. For the year ended December 31, 2019, SDN had total revenue of $4.5 million. Most lines of personal insurance are provided, including automobile, homeowners, boat, recreational vehicle, landlord, and umbrella coverage. Commercial insurance products are also provided, consisting of property, liability, automobile, inland marine, workers compensation, bonds, crop and umbrella insurance. SDN also provides the following financial services products: life and disability insurance, Medicare supplements, long-term care, annuities, mutual funds, retirement programs and New York State disability. Courier Capital, LLC Acquired in January 2016, Courier Capital is an SEC-registered investment advisory and wealth management firm founded in 1967 and based in Western New York, with offices in Buffalo, Amherst and Jamestown. With $1.91 billion in assets under management as of December 31, 2019, Courier Capital offers customized investment advice, wealth management, investment consulting and retirement plan services to individuals, businesses and institutions. For the year ended December 31, 2019, Courier Capital had total revenue of $5.3 million. HNP Capital, LLC Acquired in June 2018, HNP Capital is an SEC-registered investment advisory and wealth management firm founded in 2009 and based in Western New York, with offices in Rochester, New York. With $497 million in assets under management as of December 31, 2019, HNP Capital offers customized investment advice, wealth management, investment consulting and retirement plan services to individuals, businesses and institutions. For the year ended December 31, 2019, HNP Capital had total revenue of $2.0 million. Other Subsidiaries Five Star REIT, Inc. Five Star REIT, Inc. (“Five Star REIT”), a wholly-owned subsidiary of the Bank, operates as a real estate investment trust that holds residential mortgages and commercial real estate loans. Five Star REIT provides additional flexibility and planning opportunities for the business of the Bank. Business Strategy Our business strategy has been to maintain a community bank philosophy, which consists of focusing on and understanding the individualized banking and other financial services needs of individuals, municipalities and businesses of the local communities surrounding our primary service area. We believe this focus allows us to be more responsive to our customers’ needs and provide a high level of personal service that differentiates us from larger competitors, resulting in long-standing and broad-based banking relationships. Our core customers are primarily small- to medium-sized businesses, individuals and community organizations who insurance and wealth management relationships with a community bank that offers high quality, prefer to build banking, competitively-priced products and services with personalized service. Because of our identity and origin as a locally operated bank, we believe that our level of personal service provides a competitive advantage over larger banks, which tend to consolidate decision- making authority outside local communities. A key aspect of our current business strategy is to foster a community-oriented culture where our customers and employees establish long-standing and mutually beneficial relationships. We believe that we are well-positioned to be a strong competitor within our market area because of our focus on community banking needs and customer service, our comprehensive suite of deposit, loan, insurance and wealth management products typically found at larger banks, our highly experienced management team and our strategically located banking centers. We have also broadened our service offerings to include financial advice and insurance solutions along with traditional banking needs. We have evolved to meet changing customer needs by opening what we refer to as financial solution center branches. These financial solution centers have a smaller footprint than our traditional branches, focus on technology to provide solutions that fit our customer preferences for transacting business with us, and these branches are staffed by certified personal bankers who are trained to meet a broad array of customer needs. In recent years, we have opened four financial solution centers in the Rochester and Buffalo markets, and in February 2020, the Federal Reserve Bank of New York and the New York State Department of Financial Services approved our application to open two additional financial solution centers in Buffalo. We believe that the foregoing factors all help to grow our core deposits, which supports a central element of our business strategy - the growth of a diversified and high-quality loan portfolio. - 5 - Acquisition Strategy We will continue to explore market expansion opportunities in or near our current market areas as opportunities arise. Our primary focus will be on increasing market share within existing markets, while taking advantage of potential growth opportunities within our insurance and wealth management lines of business by acquiring new businesses that can be added to existing operations. We believe our capital position remains strong enough to support an active merger and acquisition strategy, and expansion of our core financial service businesses of banking, insurance and wealth management. Consequently, we continue to explore acquisition opportunities in these activities. In evaluating acquisition opportunities, we will balance the potential for earnings accretion with maintaining adequate capital levels, which could result in our common stock being the predominant form of consideration and/or the need for us to raise capital. Conversations with potential strategic partners occur on a regular basis. The evaluation of any potential opportunity will favor a transaction that complements our core competencies and strategic intent, with a lesser emphasis being placed on geographic location or size. Additionally, we remain committed to maintaining a diversified revenue stream. Our senior management team has experience in acquisitions and post-acquisition integration of operations and is prepared to act promptly should a potential opportunity arise but will remain disciplined with its approach. We believe this experience positions us to successfully acquire and integrate additional financial services and banking businesses. MARKET AREAS AND COMPETITION We provide a wide range of banking and financial services to individuals, municipalities and businesses through a network of over 50 offices and an extensive ATM network throughout Western and Central New York. The region includes the counties of Allegany, Cattaraugus, Cayuga, Chautauqua, Chemung, Erie, Genesee, Livingston, Monroe, Ontario, Orleans, Schuyler, Seneca, Steuben, Wayne, Wyoming and Yates counties. Our banking activities, though concentrated in the communities where we maintain branches, also extend into neighboring counties. In addition, our consumer indirect lending presence includes the Capital District of New York and Northern and Central Pennsylvania. Our market area is economically diversified in that we serve both rural markets and the larger markets in and around Rochester and Buffalo. Rochester and Buffalo are the two largest metropolitan areas in New York outside of New York City, with a combined population of over two million people. We anticipate continuing to increase our presence in and around these metropolitan statistical areas in the coming years. For example, in February 2020, the Federal Reserve Bank of New York and the New York State Department of Financial Services approved our application to open two additional financial solution centers in Buffalo. We face significant competition in both making loans and attracting deposits, as Western and Central New York have a high density of financial institutions. Our competition for loans comes principally from commercial banks, savings banks, savings and loan associations, mortgage banking companies, credit unions, and other financial services companies. Our most direct competition for deposits has historically come from commercial banks, savings banks and credit unions. We face additional competition for deposits from non-traditional fintech firms and non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies. We generally compete with other financial service providers on factors such as level of customer service, responsiveness to customer needs, availability and pricing of products, and geographic location. Our industry frequently experiences merger activity, which affects competition by eliminating some institutions while potentially strengthening the franchises of others. - 6 - The following table presents the Bank’s market share percentage for total deposits as of June 30, 2019, in each county where we have operations. The table also indicates the ranking by deposit size in each market. All information in the table was obtained from S&P Global Market Intelligence, which compiles deposit data published by the FDIC as of June 30, 2019 and updates the information for any bank mergers and acquisitions completed subsequent to the reporting date. County Allegany Cattaraugus Cayuga Chautauqua Chemung Erie Genesee Livingston Monroe Ontario Orleans Seneca Steuben Wyoming Yates Market Share 9.6% 26.8% 4.5% 1.8% 14.4% 0.4% 21.6% 34.7% 1.9% 13.4% 26.4% 28.8% 33.0% 59.5% 40.4% Market Rank 3 2 9 8 3 11 2 1 8 2 2 1 1 1 1 Number of Branches (1) 1 5 1 1 3 4 3 5 8 5 2 2 7 4 2 (1) Number of branches current as of December 31, 2019. INVESTMENT ACTIVITIES Our investment policy is contained within our overall Asset-Liability Management and Investment Policy. This policy dictates that investment decisions will be made based on the safety of the investment, liquidity requirements, potential returns, cash flow targets, need for collateral and desired risk parameters. In pursuing these objectives, we consider the ability of an investment to provide earnings consistent with factors related to quality, maturity, marketability, pledgeable nature and risk diversification. Our Chief Financial Officer and Corporate Treasurer, guided by our Asset-Liability Committee (“ALCO”), are responsible for investment portfolio decisions within the established policies. Our investment securities strategy is focused on providing liquidity to meet loan demand and redeeming liabilities, meeting pledging requirements, managing credit risks, managing overall interest rate risks and maximizing portfolio yield. Our current policy generally limits security purchases to the following: • U.S. treasury securities; • U.S. government agency securities, which are securities issued by official Federal government bodies (e.g., the Government National Mortgage Association (“GNMA”) and the Small Business Administration (“SBA”)), and U.S. government- sponsored enterprise securities, which are securities issued by independent organizations that are in part sponsored by the federal government (e.g., the Federal Home Loan Bank (“FHLB”) system, the Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”) and the Federal Farm Credit Bureau); • Mortgage-backed securities (“MBS”), which include mortgage-backed pass-through securities, collateralized mortgage • obligations and multi-family MBS issued by GNMA, FNMA and FHLMC; Investment grade municipal securities, including revenue, tax and bond anticipation notes, statutory installment notes and general obligation bonds; Certain creditworthy unrated securities issued by municipalities; Certificates of deposit; Equity securities at the holding company level; • • • • Derivative instruments; and • Limited partnership investments. - 7 - LENDING ACTIVITIES General We offer a broad range of loans including commercial business and revolving lines of credit, commercial mortgages, equipment loans, residential mortgage loans and home equity loans and lines of credit, home improvement loans, automobile loans and personal loans. Newly originated and refinanced fixed rate residential mortgage loans are either retained in our portfolio or sold to the secondary market with servicing rights retained. We continually evaluate and update our lending policy. The key elements of our lending philosophy include the following: • • • • To ensure consistent underwriting, employees must share a common view of the risks inherent in lending activities as well as the standards to be applied in underwriting and managing credit risk; Pricing of credit products should be risk-based; The loan portfolio must be diversified to limit the potential impact of negative events; and Careful, timely exposure monitoring through dynamic use of our risk rating system is required to provide early warning and assure proactive management of potential problems. Commercial Business and Commercial Mortgage Lending We primarily originate commercial business loans in our market areas and underwrite them based on the borrower’s ability to service the loan from operating income. We offer a broad range of commercial lending products, including term loans and lines of credit. Short and medium-term commercial loans, primarily collateralized, are made available to businesses for working capital (including inventory and receivables), business expansion (including acquisition of real estate, expansion and improvements) and the purchase of equipment. We offer commercial business loans to customers in the agricultural industry for short-term crop production, farm equipment and livestock financing. As a general practice, where possible, a first position collateral lien is placed on any available real estate, equipment or other assets owned by the borrower and a personal guarantee of the owner is obtained. As of December 31, 2019, $161.9 million, or 28%, of our aggregate commercial business loan portfolio were at fixed rates, while $410.2 million, or 72%, were at variable rates. We also offer commercial mortgage loans to finance the purchase of real property, which generally consists of real estate with completed structures. Commercial mortgage loans are secured by first liens on the real estate and are typically amortized over a 10 to 20-year period. The underwriting analysis includes credit verification, appraisals and a review of the borrower’s financial condition and repayment capacity. As of December 31, 2019, $612.7 million, or 55%, of the loans in our aggregate commercial mortgage portfolio were at fixed rates, while $493.6 million, or 45%, were at variable rates. We utilize government loan guarantee programs where available and appropriate. Government Guarantee Programs We participate in government loan guarantee programs offered by the SBA, U.S. Department of Agriculture, Rural Economic and Community Development and Farm Service Agency, among others. As of December 31, 2019, we had loans with an aggregate principal balance of $37.2 million that were covered by guarantees under these programs. The guarantees typically only cover a certain percentage of these loans. By participating in these programs, we are able to broaden our base of borrowers while reducing credit risk. Residential Real Estate Lending We originate fixed and variable rate one-to-four family residential mortgages collateralized by owner-occupied properties located in our market areas. We offer a variety of real estate loan products, including home improvement loans, closed-end home equity loans, and home equity lines of credit, which are generally amortized over periods of up to 30 years. Loans collateralized by one-to-four family residential real estate generally have been originated in amounts of no more than 80% of appraised value or have mortgage insurance. Mortgage title insurance and hazard insurance are normally required. We sell certain one-to-four family residential mortgages to the secondary mortgage market and typically retain the right to service the mortgages. We typically follow the underwriting and appraisal guidelines of the secondary market, including the FHLMC and the Federal Housing Administration, and service the loans in a manner that satisfies the secondary market agreements. As of December 31, 2019, our residential mortgage servicing portfolio totaled $189.8 million, the majority of which has been sold to the FHLMC. As of December 31, 2019, our residential real estate loan portfolio totaled $572.4 million, or 18% of our total loan portfolio. As of December 31, 2019, our residential real estate lines portfolio totaled $104.1 million, or 3% of our total loan portfolio. As of December 31, 2019, $493.8 million, or 86%, of the loans in our residential real estate loan portfolio were at fixed rates, while $78.5 million, or 14%, were at variable rates. The residential real estate lines portfolio primarily consists of variable rate lines. Approximately 91% of the loans - 8 - and lines in our residential real estate portfolios were in first lien positions at December 31, 2019. We do not engage in sub-prime or other high-risk residential mortgage lending as a line-of-business. Consumer Lending We offer a variety of loan products to our consumer customers, including automobile loans, secured installment loans and other types of secured and unsecured personal loans. At December 31, 2019, outstanding consumer loan balances were concentrated in indirect automobile loans. We originate indirect consumer loans for a mix of new and used vehicles through franchised new car dealers. The consumer indirect loan portfolio is primarily comprised of loans with terms that typically range from 36 to 84 months. We have developed relationships with franchised new car dealers in Western, Central and the Capital District of New York, and Northern and Central Pennsylvania. As of December 31, 2019, our consumer indirect portfolio totaled $850.1 million, or 26% of our total loan portfolio. The consumer indirect loan portfolio primarily consists of fixed rate loans with relatively short durations. We also originate, independently of the indirect loans described above, consumer automobile loans, recreational vehicle loans, boat loans, personal loans (collateralized and uncollateralized) and deposit account collateralized loans. The terms of these loans typically range from 12 to 60 months and vary based upon the nature of the collateral and the size of loan. A portion of the consumer lending program is underwritten on a secured basis using the customer’s financed automobile, mobile home, boat or recreational vehicle as collateral. The other loans in our consumer portfolio totaled $16.1 million as of December 31, 2019, all of which were fixed rate loans. Credit Administration Our loan policy establishes standardized underwriting guidelines, as well as the loan approval process and the committee structures necessary to facilitate and ensure the highest possible loan quality decision-making in a timely and businesslike manner. The policy establishes requirements for extending credit based on the size, risk rating and type of credit involved. The policy also sets limits on individual lending authority and various forms of joint lending authority, while designating which loans are required to be approved at the committee level. Our credit objectives are to: • • • • • • Compete effectively and service the legitimate credit needs of our target market; Enhance our reputation for superior quality and timely delivery of products and services; Provide pricing that reflects the entire relationship and is commensurate with the risk profiles of our borrowers; Retain, develop and acquire profitable, multi-product, value added relationships with high quality borrowers; Focus on government guaranteed lending to meet the needs of the small businesses in our communities; and Comply with all relevant laws and regulations. Our policy includes loan reviews, under the supervision of the Audit and Risk Oversight committees of our Board of Directors and directed by our Chief Risk Officer, in order to render an independent and objective evaluation of our asset quality and credit administration process. We assign risk ratings to loans in the commercial business and commercial mortgage portfolios. We use those risk ratings to: Profile the risk and exposure in the loan portfolio and identify developing trends and relative levels of risk; Identify deteriorating credits; Reflect the probability that a given customer may default on its obligations; and • • • • Assist with risk-based pricing. Through the loan approval process, loan administration and loan review program, management seeks to continuously monitor our credit risk profile and assess the overall quality of the loan portfolio and adequacy of the allowance for loan losses. We have several procedures in place to assist in maintaining the overall quality of our loan portfolio. Delinquent loan reports are monitored by credit administration to identify adverse levels and trends. Loans, including impaired loans, are generally classified as non-accruing if they are past due as to maturity or payment of principal or interest for a period of more than 90 days, unless such loans are well-collateralized and in the process of collection. Loans that are on a current payment status or past due less than 90 days may also be classified as non-accruing if repayment in full of principal and/or interest is uncertain. - 9 - Allowance for Loan Losses The allowance for loan losses is established through charges to earnings in the form of a provision for loan losses. The allowance reflects management’s estimate of the amount of probable loan losses in the portfolio, based on factors including, but not limited to: Specific allocations for individually analyzed credits; Risk assessment process; • • • Historical net charge-off experience; • Evaluation of loss emergence and look-back periods; • Evaluation of the loan portfolio with loan reviews; • Levels and trends in delinquent and non-accruing loans; • Trends in volume and terms of loans; • Effects of changes in lending policy; • Experience, ability and depth of management; • National and local economic trends and conditions; • • • • • Concentrations of credit; Interest rate environment; Regulatory environment; Information (availability of timely financial information); and Collateral values. Our methodology for estimating the allowance for loan losses includes the following: 1. Impaired commercial business and commercial mortgage loans are typically reviewed individually and assigned a specific loss allowance, if considered necessary, in accordance with U.S. generally accepted accounting principles (“GAAP”). 2. The remaining portfolios of commercial business and commercial mortgage loans are segmented by risk rating into the following loan classification categories: uncriticized or pass, special mention, substandard and doubtful. Uncriticized loans, special mention loans, substandard loans and all doubtful loans not assigned a specific loss allowance are assigned allowance allocations based on historical net loan charge-off experience for each of the respective loan categories, supplemented with loss emergence periods and qualitative factors, if considered appropriate. These qualitative factors include the levels and trends in delinquent and non-accruing loans, trends in volume and terms of loans, effects of changes in lending policy, experience, ability, and depth of management, national and local economic trends and conditions, concentrations of credit, interest rate environment, regulatory environment, information (availability of timely financial information), and collateral values, among others. 3. The retail loan portfolio is segmented into the following types of loans: residential real estate loans, residential real estate lines, consumer indirect and other consumer. Allowance allocations for the retail loan portfolio are based on the average loss experience for the previous eight quarters, supplemented with loss emergence periods and qualitative factors similar to the elements described above. Management presents a quarterly review of the adequacy of the allowance for loan losses to the Audit Committee of our Board of Directors based on the methodology described above. See also the section titled “Allowance for Loan Losses” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K. SOURCES OF FUNDS Our primary sources of funds are deposits and borrowed funds. Deposits We maintain a full range of deposit products and accounts to meet the needs of the residents and businesses in our primary service area. Products include an array of checking and savings account programs for individuals and businesses, including money market accounts, certificates of deposit, sweep investment capabilities as well as Individual Retirement Accounts and other qualified plan accounts. We rely primarily on competitive pricing of our deposit products, customer service and long-standing relationships with customers to attract and retain these deposits and seek to make our services convenient to the community by offering a choice of several delivery systems and channels, including telephone, mail, online, automated teller machines (“ATMs”), debit cards, point-of- sale transactions, automated clearing house transactions (“ACH”), remote deposit, and mobile banking via telephone or wireless devices. We also take advantage of the use of technology by offering business customers banking access via the Internet and various advanced cash management systems. - 10 - We also participate in Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) programs, which enable depositors to receive FDIC insurance coverage for deposits otherwise exceeding the maximum insurable amount. Through these programs, deposits in excess of the maximum insurable amount are placed with multiple participating financial institutions. CDARS deposits and ICS deposits totaled $336.7 million and $172.0 million, respectively, at December 31, 2019. Borrowings We have access to a variety of borrowing sources and use both short-term and long-term borrowings to support our asset base. Borrowings from time-to-time include federal funds purchased, securities sold under agreements to repurchase, FHLB advances and borrowings from the discount window of the FRB, as defined below. Other sources of funds include scheduled amortization and prepayments of principal from loans and mortgage-backed securities, maturities and calls of investment securities and funds provided by operations. OTHER INFORMATION We also make available, free of charge through our website, all reports filed with or furnished to the Securities and Exchange Commission (“SEC”), including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8- K, as well as any amendments to those reports, as soon as reasonably practicable after those documents are filed with or furnished to the SEC. These filings may be viewed by accessing the SEC Filings subsection of the Financials section of our website (www.fiiwarsaw.com). Information available on our website is not a part of, and is not incorporated into, this Annual Report on Form 10-K. All of the reports we file with the SEC, including this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments thereto may be accessed at www.sec.gov. SUPERVISION AND REGULATION We are subject to extensive regulation under federal and state laws. The regulatory framework is intended primarily for the protection of depositors, federal deposit insurance funds and the banking system as a whole and not for the protection of shareholders and creditors. We are also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as administered by the SEC. Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “FISI” and is subject to Nasdaq rules for listed companies. Significant elements of the laws and regulations applicable to the Company are described below. The description is qualified in its entirety by reference to the full text of the statutes, regulations and policies that are described. Also, such statutes, regulations and policies are continually under review by Congress, state legislatures, and federal and state regulatory agencies. A change in statutes, regulations or regulatory policies applicable to the Company could have a material effect on the business, financial condition and results of operations of the Company. Holding Company Regulation. We are subject to comprehensive regulation by the Board of Governors of the Federal Reserve System, frequently referred to as the Federal Reserve Board (“FRB” or “Federal Reserve”), under the Bank Holding Company Act (the “BHC Act”), as amended by, among other laws, the Gramm-Leach-Bliley Act of 1999 (the “Gramm-Leach-Bliley Act”), and by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in 2010. We are registered with the Federal Reserve as a bank holding company (“BHC”). We must file reports with the FRB and such additional information as the FRB may require, and our holding company and non-banking affiliates are subject to examination by the FRB. Under FRB policy, a bank holding company must serve as a source of strength for its subsidiary banks. Under this policy, the FRB may require, and has required in the past, a holding company to contribute additional capital to an undercapitalized subsidiary bank. The BHC Act provides that a bank holding company must obtain FRB approval before: • Acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, it would own or control more than 5% of such shares (unless it already owns or controls the majority of such shares); • Acquiring all or substantially all of the assets of another bank or bank holding company, or • Merging or consolidating with another bank holding company. - 11 - The BHC Act generally prohibits a bank holding company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain non-bank activities which, by statute or by FRB regulation or order, have been identified as activities closely related to the business of banking or managing or controlling banks. The list of activities permitted by the FRB includes, among other things: lending; operating a savings institution, mortgage company, finance company, credit card company or factoring company; performing certain data processing operations; providing certain investment and financial advice; underwriting and acting as an insurance agent for certain types of credit related insurance; leasing property on a full-payout, non-operating basis; selling money orders, travelers’ checks and United States Savings Bonds; real estate and personal property appraising; providing tax planning and preparation services; and, subject to certain limitations, providing securities brokerage services for customers. These activities may also be affected by federal legislation. The Gramm-Leach-Bliley Act amended portions of the BHC Act to authorize bank holding companies, such as us, directly or through non-bank subsidiaries to engage in securities, insurance and other activities that are financial in nature or incidental to a financial activity. In order to undertake these activities, a bank holding company must become a “financial holding company” by submitting to the appropriate Federal Reserve Bank a declaration that the company elects to be a financial holding company and a certification that all of the depository institutions controlled by the company are well capitalized and well managed. The Dodd-Frank Act. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) significantly changed the regulation of financial institutions and the financial services industry. The Dodd-Frank Act includes provisions affecting large and small financial institutions alike, including several provisions that impact the regulation of community banks, thrifts, and small bank and thrift holding companies. Among other things, these provisions abolished the Office of Thrift Supervision and transferred its functions to the other federal banking agencies, relaxed rules regarding interstate branching, allowed financial institutions to pay interest on business checking accounts, and imposed new capital requirements on bank and thrift holding companies. We have elected to be treated as a financial holding company. The Dodd-Frank Act contains numerous other provisions affecting financial institutions of all types, including some that may affect our business in substantial and unpredictable ways. We have incurred higher operating costs in complying with the Dodd-Frank Act, and we expect that these higher costs will continue for the foreseeable future. Our management continues to monitor the ongoing implementation of the Dodd-Frank Act and as new regulations are issued, will assess their effect on our business, financial condition and results of operations. On February 3, 2017, President Donald J. Trump issued an executive order directing the Secretary of the Treasury to report, within 120 days, on whether current governmental rules and policies either promote or inhibit the “Core Principles for Financial Regulation” as defined in the executive order (the “Executive Order”). The Treasury Department has since issued multiple reports in response to the Executive Order, the first of which, issued on June 12, 2017, analyzed and made recommendations with respect to the U.S. banking system (the “Treasury Report”). In particular, the Treasury Report recommended several actions that would ease the requirements of the Dodd-Frank Act on community banks such as us, as described in greater detail below. While some of these actions may be implemented unilaterally by our regulators, others will require legislation in order to be put into effect. In May 2018, President Trump signed into law the Economic Growth, Regulatory Relief and Consumer Protection Act (“Economic Growth Act”), which impacted several of the provisions of the Dodd-Frank Act. The enactment of the Economic Growth Act provided certain regulatory relief to community banks, like us, with less than $10 billion in total consolidated assets. This relief includes an exemption from the Volcker Rule, as implemented by final regulations published by the federal banking regulators discussed further below. We cannot predict whether any other executive or congressional action will attempt to implement the recommendations of the Treasury Report as they pertain to the Dodd-Frank Act. See Item 1A, Risk Factors, for a more extensive discussion of this topic. - 12 - The Volcker Rule. The Dodd-Frank Act prohibits banks and their affiliates from engaging in proprietary trading and from investing and sponsoring hedge funds and private equity funds. The statutory provision implementing these restrictions is commonly called the “Volcker Rule.” The Economic Growth Act, signed into law in 2018, exempts banks with less than $10 billion in total consolidated assets that does not engage in any covered activities other than trading in certain government, agency, state or municipal obligations, from any significant compliance obligations under the Volcker Rule. Because the Bank falls within the category of exempted banks, the Volcker Rule will not have a material effect on our business, financial condition and results of operations. The final regulations promulgated pursuant to the Economic Growth Act that exempt community banks from complying with the Volcker Rule were approved in July 2019. We cannot predict whether we may become subject to the Volcker Rule following additional legislative or regulatory action concerning community banks. Depository Institution Regulation. The Bank is subject to regulation by the FDIC. This regulatory structure includes: • • • • • Real estate lending standards, which provide guidelines concerning loan-to-value ratios for various types of real estate loans; Risk-based capital rules, including accounting for interest rate risk, concentration of credit risk and the risks posed by non- traditional activities; Rules requiring depository institutions to develop and implement internal procedures to evaluate and control credit and settlement exposure to their correspondent banks; Rules restricting types and amounts of equity investments; and Rules addressing various safety and soundness issues, including operations and managerial standards, standards for asset quality, earnings and compensation standards. Capital Requirements. The Company and the Bank are each required to comply with applicable capital adequacy standards established by the Federal Reserve. The current risk-based capital standards applicable to the Company and the Bank are based on the final capital framework for strengthening international capital standards, known as Basel III, of the Basel Committee. Prior to January 1, 2015, the risk-based capital standards applicable to the Company and the Bank (the “General Risk-based Capital Rules”) were based on the 1988 Capital Accord, known as Basel I, of the Basel Committee. In July 2013, the federal bank regulators approved the final Basel III Rules implementing the Basel III framework as well as certain provisions of the Dodd-Frank Act. The Basel III Rules substantially revised the risk-based capital requirements applicable to BHCs and their depository institution subsidiaries, including the Company and the Bank, as compared to the General Risk-based Capital Rules. The Basel III Rules became effective for the Company and the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). The Basel III Rules, among other things, (i) introduce a new capital measure called CET1, which consists primarily of retained earnings and common stock, (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments, such as preferred stock and certain convertible securities, meeting certain revised requirements, (iii) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital, and (iv) expand the scope of the deductions/adjustments to capital as compared to existing regulations. Under the Basel III Rules, the minimum capital ratios effective as of January 1, 2015 are: • • • 4.5% CET1 to risk-weighted assets; 6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets; and 8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets. The Basel III Rules also introduce a new capital conservation buffer designed to absorb losses during periods of economic stress. The capital conservation buffer is an amount in addition to these minimum risk-based capital ratio requirements. The Basel III Rules also provide for a countercyclical capital buffer applicable only to certain covered institutions. We do not expect the countercyclical capital buffer to be applicable to the Company or the Bank. Banking institutions that do not hold capital above the required minimum levels, including the capital conservation buffer, will face constraints on dividends and compensation based on the amount of the shortfall. The Basel III Rules became fully phased in effective January 1, 2019 and require the Company and the Bank to maintain an additional capital conservation buffer of 2.5% of risk-weighted assets, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%. The Basel III Rules also provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage-servicing rights (“MSRs”), certain deferred tax assets and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such items, in the aggregate, exceed 15% of CET1. - 13 - Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and was phased in over a 4-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and was phased in over a 4-year period (increasing by that amount on each subsequent January 1, until it reached 2.5% on January 1, 2019). The Basel III Rules prescribe a new standardized approach for risk weightings that expands the risk-weighting categories from the four Basel I-derived categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset classes. The Economic Growth Act provided for a potential exception from the Basel III Rules for community banks that maintain a Community Bank Leverage Ratio (“CBLR”) of at least 8.0% to 10.0%. The CBLR is calculated by dividing Tier 1 capital by the bank’s average total consolidated assets. In the final rules approved by the FDIC in September 2019, qualifying community banking organizations that opt in to using the CBLR are considered to be in compliance with the Basel III Rules as long as the bank maintains a CBLR of greater than 9.0%. If a bank is not a qualifying community banking organization, does not opt in to using the CBLR, or cannot maintain a CBLR of greater than 9.0%, the bank would have to comply with the Basel III Rules. We are currently evaluating the CBLR framework and the potential impact CBLR adoption would have on the Company and the Bank, respectively. Leverage Requirements. BHCs and banks are also required to comply with minimum leverage ratio requirements. These requirements provide for a minimum ratio of Tier 1 capital to total consolidated quarterly average assets (as defined for regulatory purposes), net of the loan loss reserve, goodwill and certain other intangible assets (the “leverage ratio”), of 4.0%. Liquidity Regulation. The liquidity coverage ratio (“LCR”), provided for in the Basel III liquidity framework, is designed to ensure that a bank maintains an adequate level of unencumbered high quality liquid assets equal to the bank’s expected net cash outflows for a thirty-day time horizon under an acute liquidity stress scenario. The rules as adopted apply in their most comprehensive form only to advanced approaches bank holding companies and depository institution subsidiaries of such bank holding companies and, in a modified form, to banking organizations having $50 billion or more in total consolidated assets. Accordingly, they do not apply to either the Company or the Bank. As a result, we do not manage our balance sheet to be compliant with these rules. The Basel III framework also included a second standard, referred to as the net stable funding ratio (“NSFR”), which is designed to promote more medium-and long-term funding of the assets and activities of banks over a one-year time horizon. Although the Basel Committee finalized its formulation of the NSFR in 2014, the U.S. banking agencies have not yet proposed an NSFR for application to U.S. banking organizations or addressed the scope of banking organizations to which it will apply. The Basel Committee’s final NSFR document states that the NSFR applies to internationally active banks, as did its final LCR document as to that ratio. Prompt Corrective Action. The Federal Deposit Insurance Act, as amended (“FDIA”), requires, among other things, the federal banking agencies to take “prompt corrective action” in respect of depository institutions that do not meet minimum capital requirements. The FDIA establishes five capital categories for FDIC-insured banks: well capitalized, adequately capitalized, under- capitalized, significantly under-capitalized and critically under-capitalized. A depository institution is deemed to be “well-capitalized” if the institution has a total risk-based capital ratio of 10.0% or greater, a CET 1 ratio of 6.5% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, and a leverage ratio of 5.0% or greater and the institution is not subject to an order, written agreement, capital directive or prompt corrective action directive to meet and maintain a specific level for any capital measure. The FDIA imposes progressively more restrictive constraints on operations, management and capital distributions, depending on the capital category in which an institution is classified. The current capital rule established by the federal bank regulators, discussed above under “Capital Requirements,” amend the prompt corrective action requirements in certain respects, including adding a CET1 risk-based capital ratio as one of the metrics (with a minimum 6.5% ratio for well-capitalized status) and increasing the Tier 1 risk- based capital ratio required for each of the five capital categories, including an increase from 6.0% to 8.0% to be well-capitalized. For further information regarding the capital ratios and leverage ratio of the Company and the Bank see the section titled “Capital Resources” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in this Annual Report on Form 10-K. The current requirements and the actual levels for the Company and the Bank are detailed in Note 13, Regulatory Matters, of the notes to consolidated financial statements, included in this Annual Report on Form 10-K. Dividends. The FRB policy is that a bank holding company should pay cash dividends only to the extent that its net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the holding company’s capital needs, asset quality and overall financial condition, and that it is inappropriate for a bank holding company experiencing serious financial problems to borrow funds to pay dividends. Furthermore, a bank that is classified under the prompt corrective action regulations as “undercapitalized” will be prohibited from paying any dividends. - 14 - The primary source of cash for dividends we pay is the dividends we receive from the Bank. The Bank is subject to various regulatory policies and requirements relating to the payment of dividends, including requirements to maintain capital above regulatory minimums. Approval of the New York State Department of Financial Services (the “NY DFS”) is required prior to paying a dividend if the dividend declared by the Bank exceeds the sum of the Bank’s net profits for that year and its retained net profits for the preceding two calendar years. At January 1, 2020, the Bank could declare dividends of $59.9 million from retained net profits of the preceding two years. The Bank declared dividends of $20.0 million in 2019 and 2018. Federal Deposit Insurance Assessments. The Bank is a member of the FDIC and pays an insurance premium to the FDIC based upon its assessable assets on a quarterly basis. Deposits are insured up to applicable limits by the FDIC and such insurance is backed by the full faith and credit of the United States Government. Under the Dodd-Frank Act, a permanent increase in deposit insurance was authorized to $250,000. The coverage limit is per depositor, per insured depository institution for each account ownership category. The Dodd-Frank Act also set a new minimum Deposit Insurance Fund (“DIF”) reserve ratio at 1.35% of estimated insured deposits. The Dodd-Frank Act also required the FDIC to define the deposit insurance assessment base for an insured depository institution as an amount equal to the institution’s average consolidated total assets during the assessment period minus average tangible equity. Premiums for the Bank are now calculated based upon the average balance of total assets minus average tangible equity as of the close of business for each day during the calendar quarter. As of September 30, 2018, the FDIC had exceeded the minimum reserve ratio of 1.35%. Certain institutions will receive credits for the portion of their regular assessments that contributed to growth in the reserve ratio to 1.35%, which will apply to reduce regular assessments for quarters when the reserve ratio is at least 1.38%. In January 2019, the FDIC notified the Bank that it would be eligible for these credits to offset future deposit insurance assessments, and the Bank applied these credits to its third and fourth quarter of 2019 deposit insurance assessments. As of December 31, 2019, the Bank has $70 thousand of these credits available for future periods. The FDIC has the flexibility to adopt actual rates that are higher or lower than the total base assessment rates adopted without notice and comment, if certain conditions are met. DIF-insured institutions paid a Financing Corporation (“FICO”) assessment in order to fund the interest on bonds issued in the 1980s in connection with the failures in the thrift industry. These assessments ceased in 2019 following the maturity of the bonds. The FDIC is authorized to conduct examinations of and require reporting by FDIC-insured institutions. It is also authorized to terminate a depository bank’s deposit insurance upon a finding by the FDIC that the bank’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the bank’s regulatory agency. The termination of deposit insurance for the Bank would have a material adverse effect on our earnings, operations and financial condition. Consumer Laws and Regulations. In addition to the laws and regulations discussed herein, the Bank is also subject to certain consumer federal and state laws and regulations that are designed to protect consumers in transactions with banks. While the list set forth herein is not exhaustive, these laws and regulations include, among others, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices Act, the Service Members Civil Relief Act and these laws’ respective state-law counterparts, as well as state usury laws and laws regarding unfair and deceptive acts and practices. These and other federal and state laws, among other things, require disclosures of the cost of credit and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, prohibit unfair, deceptive and abusive practices, restrict the Company’s ability to raise interest rates and subject the Company to substantial regulatory oversight. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees. Federal and state bank regulators, federal law enforcement agencies, state attorneys general and state and local consumer protection agencies may also seek to enforce consumer protection requirements and obtain these and other remedies, including regulatory sanctions, customer rescission rights, fines and civil money penalties. Failure to comply with consumer protection requirements may also result in our failure to obtain any required bank regulatory approval for merger or acquisition transactions the Company may wish to pursue or our prohibition from engaging in such transactions even if approval is not required. The Dodd-Frank Act centralized responsibility for consumer financial protection by creating the Consumer Financial Protection Bureau (“CFPB”), and giving it responsibility for implementing, examining and enforcing compliance with federal consumer protection laws. The CFPB focuses on: • Risks to consumers and compliance with the federal consumer financial laws, when it evaluates the policies and practices of a financial institution; The markets in which firms operate and risks to consumers posed by activities in those markets; • • Depository institutions that offer a wide variety of consumer financial products and services; depository institutions with a more specialized focus; and - 15 - • Non-depository companies that offer one or more consumer financial products or services. The CFPB has broad rulemaking authority for a wide range of consumer financial laws that apply to all banks, including, among other things, the authority to prohibit “unfair, deceptive or abusive” acts and practices. Abusive acts or practices are defined as those that materially interfere with a consumer’s ability to understand a term or condition of a consumer financial product or service or take unreasonable advantage of a consumer’s (i) lack of financial savvy, (ii) inability to protect himself in the selection or use of consumer financial products or services, or (iii) reasonable reliance on a covered entity to act in the consumer’s interests. The CFPB can issue cease-and-desist orders against banks and other entities that violate consumer financial laws. The CFPB may also institute a civil action against an entity in violation of federal consumer financial law in order to impose a civil penalty or injunction. The CFPB has examination and enforcement authority over all banks with more than $10 billion in assets, as well as their affiliates. The recommendations of the Treasury Report do not provide for the abolishment of the CFPB; however, the Treasury Report calls for the director of the CFPB to be subject to removal by the President and for repeal of the CFPB’s authority to perform examinations. We cannot predict whether or how the CFPB will be impacted by either pending or future legislation or by possible future executive action. Banking regulators take into account compliance with consumer protection laws when considering approval of a proposed transaction. Community Reinvestment Act. Pursuant to the Community Reinvestment Act (the “CRA”), under federal and New York State law, the Bank is obligated, consistent with safe and sound banking practices, to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods. The FRB of New York and NY DFS periodically assess the Bank’s record of performance under the CRA and issue one of the following ratings: “Outstanding,” “Satisfactory,” “Needs to Improve,” or “Substantial Noncompliance.” The most recently completed evaluation of the Bank’s performance under the CRA was conducted by the NY DFS from January 1, 2012 through September 30, 2017 and was disclosed to us in November 2019. The NY DFS performance evaluation resulted in an overall rating of “Satisfactory.” The last CRA evaluation completed by the NY DFS was in 2011 and resulted in the Bank being rated as “Outstanding.” In reaching this rating, the NY DFS considered the Bank’s lending practices by the areas served, the geographic distribution of loans, borrower characteristics and use in community development projects, along with testing the ability of the Bank’s investment and service activities to meet community credit needs. The FRB of New York is assessing our CRA performance for the period from October 2013 to September 2018 and has not yet The last CRA evaluation completed by the FRB of New York was for the time period January 2011 completed its evaluation. through September 2013 and was disclosed to us in March 2018. This performance evaluation resulted in an overall rating by the FRB of New York of “Needs to Improve.” In reaching this rating the FRB of New York considered several factors, including the geographic distribution of loans we made from January 2011 through September 2013 in the Buffalo and Rochester metropolitan areas, the accessibility of our retail delivery systems and our level of compliance during the time period with the Equal Credit Opportunity Act and the Fair Housing Act. We believe the Bank has made significant improvements in these areas since September 2013 and we are firmly committed to fair and responsible banking and helping to meet the credit needs of all segments of the communities that we serve. The FRB of New York’s evaluation of the Bank’s January 2011 through September 2013 CRA performance may subject the Bank to enhanced scrutiny in any application it files with the FRB of New York or the NY DFS with respect to, among other things, the establishment of new branches, the expansion or relocation of existing branches, or the acquisition by the Bank of another depository institution. While the approval or denial of such an application is typically a facts and circumstances based determination, a less than satisfactory CRA rating would be one of the factors our regulators will consider in their review. Privacy Rules. Federal banking regulators, as required under the Gramm-Leach-Bliley Act, have adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to non-affiliated third parties. The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to non-affiliated third parties. The privacy provisions of the Gramm-Leach-Bliley Act affect how consumer information is transmitted through diversified financial services companies and conveyed to outside vendors. In February 2017, the NY DFS issued a final rule, which became effective on March 1, 2017, requiring New York State-chartered or licensed banks regulated by the NY DFS, such as us, to adopt broad cybersecurity protections. Specifically, we are now required to establish a program designed to ensure the safety of our information systems, adopt a written cybersecurity policy, designate an information security officer, and comply with NY DFS certification and reporting requirements. Compliance with this rule was subject to four phase-in dates between September 2017 and March 2019. Anti-Money Laundering and the USA Patriot Act. A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The USA PATRIOT Act of 2001, or the USA Patriot Act, substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. Financial institutions are also prohibited from entering into specified financial transactions and account relationships and must use enhanced due diligence procedures in their dealings with certain types of high-risk customers and implement a written customer identification program. Financial institutions must take certain steps to assist government agencies in detecting and preventing money laundering and report certain types of suspicious transactions. Regulatory authorities routinely examine financial - 16 - institutions for compliance with these obligations, and for the failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations. Interstate Branching. Pursuant to the Dodd-Frank Act, national and state-chartered banks may open an initial branch in a state other than its home state (e.g., a host state) by establishing a de novo branch at any location in such host state at which a bank chartered in such host state could establish a branch. Applications to establish such branches must still be filed with the appropriate primary federal regulator. It is too early to predict whether President Trump’s Executive Order or any subsequent presidential or congressional action will result in any change to a bank’s ability to establish a de novo branch in a host state. Transactions with Affiliates. FII, FSB, Five Star REIT, SDN, Courier Capital and HNP Capital are affiliates within the meaning of the Federal Reserve Act. The Federal Reserve Act imposes limitations on a bank with respect to extensions of credit to, investments in, and certain other transactions with, its parent bank holding company and the holding company’s other subsidiaries. Furthermore, bank loans and extensions of credit to affiliates also are subject to various collateral requirements. Various governmental requirements, including Sections 23A and 23B of the Federal Reserve Act and the FRB’s Regulation W, limit borrowings by FII and its nonbank subsidiaries from FSB, and also limit various other transactions between FII and its nonbank subsidiaries, on the one hand, and FSB, on the other. For example, Section 23A of the Federal Reserve Act limits the aggregate outstanding amount of any insured depository institution’s loans and other “covered transactions” with any particular nonbank affiliate to no more than 10% of the institution’s total capital and limits the aggregate outstanding amount of any insured depository institution’s covered transactions with all of its nonbank affiliates to no more than 20% of its total capital. “Covered transactions” are defined by statute to include a loan or extension of credit, as well as a purchase of securities issued by an affiliate, a purchase of assets (unless otherwise exempted by the FRB) from the affiliate, the acceptance of securities issued by the affiliate as collateral for a loan, and the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate. Section 23A of the Federal Reserve Act also generally requires that an insured depository institution’s loans to its nonbank affiliates be, at a minimum, 100% secured, and Section 23B of the Federal Reserve Act generally requires that an insured depository institution’s transactions with its nonbank affiliates be on terms and under circumstances that are substantially the same or at least as favorable as those prevailing for comparable transactions with non-affiliates. The Dodd-Frank Act significantly expanded the coverage and scope of the limitations on affiliate transactions within a banking organization. For example, commencing in July 2012, the Dodd-Frank Act applies the 10% of capital limit on covered transactions to financial subsidiaries and amends the definition of “covered transaction” to include (i) securities borrowing or lending transactions with an affiliate, and (ii) all derivatives transactions with an affiliate, to the extent that either causes a bank or its affiliate to have credit exposure to the securities borrowing/lending or derivative counterparty. Office of Foreign Assets Control Regulation. The U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. The Company is responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Insurance Regulation. SDN is required to be licensed or receive regulatory approval in nearly every state in which it does business. In addition, most jurisdictions require individuals who engage in brokerage and certain other insurance service activities to be personally licensed. These licensing laws and regulations vary from jurisdiction to jurisdiction. In most jurisdictions, licensing laws and regulations generally grant broad discretion to supervisory authorities to adopt and amend regulations and to supervise regulated activities. Investment Advisory Regulation. Courier Capital and HNP Capital are providers of investment consulting and financial planning services and, as such, are each considered an “investment adviser” under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). An investment adviser is any person or entity that provides advice to others, or that issues reports or analyses, regarding securities for compensation. While a BHC is generally excluded from regulation under the Advisers Act, the SEC has stated that this exclusion does not apply to investment adviser subsidiaries of BHCs, such as Courier Capital and HNP Capital. Since Courier Capital and HNP Capital each have over $100 million in assets under management they are individually considered a “large adviser,” which requires registration with the SEC by filing Form ADV and updating it at least once each year, and more frequently under certain specified circumstances. This registration covers Courier Capital or HNP Capital and its employees as well as other persons under their control and supervision, such as independent contractors, provided that their activities are undertaken on behalf of Courier Capital or HNP Capital. In addition to these registration requirements, the Advisers Act contains numerous other provisions that impose obligations on investment advisors. For example, investment advisors are required by Regulation Best Interest to provide their customers the Form - 17 - CRS to disclose the material terms of the advisor’s relationships with retail customers, including the scope and terms of the relationship and any conflicts of interest associated with the recommendation being made by the advisor. In addition, Section 206 includes anti-fraud provisions that courts have interpreted as establishing fiduciary duties extending to all services undertaken on behalf of the client. These duties include, but are not limited to, the disclosure of all material facts to clients, providing only suitable investment advice, and seeking best price execution of trades. Section 206 also has specific rules relating to, among other things, advertising, safeguarding client assets, the engagement of third-parties, the duty to supervise persons acting on the investment adviser’s behalf, and the establishment of an effective internal compliance program and a code of ethics. Courier Capital and HNP Capital are subject to each of these obligations and, as applicable, restrictions, and are also subject to examination by the SEC’s Office of Compliance, Investigations, and Examinations to assess their overall compliance with the Advisers Act and the effectiveness of their internal controls. Commencing in October 2013, prior to the Parent’s acquisition of Courier Capital and HNP Capital, the Bank entered into a partnership with LPL Financial, one of the nation’s largest independent financial services companies (“LPL”), to provide investment advisory and broker-dealer services to the Bank’s customers through LPL. This partnership continues and the Bank employs wealth advisors, who are licensed by LPL, to provide investment advisory and broker-dealer services to the Bank’s customers. LPL is an investment adviser registered under the Advisers Act and is subject to its provisions. Incentive Compensation. Our compensation practices are subject to oversight by the Federal Reserve. In June 2010, the Federal banking agencies issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. The Dodd-Frank Act requires the federal banking agencies to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities having at least $1 billion in total consolidated assets (which would include the Company and the Bank) that encourage inappropriate risks by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees or benefits or that could lead to material financial loss to the entity. In addition, the agencies must establish regulations or guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements. In May 2016, six federal agencies, including the FRB, the FDIC and the SEC, invited public comments on a proposed rule to accomplish this mandate; no final rule has since been issued, however, and it is uncertain at this time whether the agencies intend to further pursue the rule for the foreseeable future. The FRB will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not “large, complex banking organizations.” These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk- management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies. Other Future Legislation and Changes in Regulations. In addition to the specific proposals described above, from time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures, as well as by regulatory agencies. Such initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to substantially change the financial institution regulatory system. Such legislation could change banking statutes and/or our operating environment in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. We cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations, would have on our financial condition or results of operations. A change in statutes, regulations or regulatory policies applicable to us or our subsidiaries could have a material effect on our business. Impact of Inflation and Changing Prices Our financial statements included herein have been prepared in accordance with GAAP, which requires us to measure financial position and operating results principally using historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on our operations is reflected in increased operating costs. We believe changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are generally influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude. Interest rates are sensitive to many factors that are beyond our control, including changes in the expected rate of inflation, general and local economic conditions and the monetary and fiscal policies of the United States government, its agencies and various other governmental regulatory authorities. - 18 - Regulatory and Economic Policies Our business and earnings are affected by general and local economic conditions and by the monetary and fiscal policies of the U.S. government, its agencies and various other governmental regulatory authorities. The FRB regulates the supply of money in order to influence general economic conditions. Among the instruments of monetary policy available to the FRB are (i) conducting open market operations in U.S. government obligations, (ii) changing the discount rate on financial institution borrowings, (iii) imposing or changing reserve requirements against financial institution deposits, and (iv) restricting certain borrowings and imposing or changing reserve requirements against certain borrowings by financial institutions and their affiliates. These methods are used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. For that reason, the policies of the FRB could have a material effect on our earnings. ITEM 1A. RISK FACTORS An investment in our common stock is subject to risks inherent to our business. The material risks and uncertainties that management believes could affect us are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference herein. This Annual Report on Form 10-K is qualified in its entirety by these risk factors. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of us. If any of the following risks occur, our financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our common stock could decline significantly, and you could lose all or part of your investment. Credit Risks and Risks Related to Banking Activities If we experience greater credit losses than anticipated, earnings may be adversely impacted. As a lender, we are exposed to the risk that customers will be unable to repay their loans according to their terms and that any collateral securing the payment of their loans may not be sufficient to assure repayment. Credit losses are inherent in the business of making loans and could have a material adverse impact on our results of operations. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral, and we provide an allowance for estimated loan losses based on a number of factors. We believe that the allowance for loan losses is adequate. However, if our assumptions or judgments are wrong, the allowance for loan losses may not be sufficient to cover the actual credit losses. We may have to increase the allowance in the future in response to the request of one of our primary banking regulators, to adjust for changing conditions and assumptions, or as a result of any deterioration in the quality of our loan portfolio. The actual amount of future provisions for credit losses may vary from the amount of past provisions. Geographic concentration may unfavorably impact our operations. Substantially all of our operations are concentrated in the Western and Central New York region. As a result of this geographic concentration, our results depend largely on economic conditions in these and surrounding areas. Deterioration in economic conditions in our market could: • • • • • increase loan delinquencies; increase problem assets and foreclosures; increase claims and lawsuits; decrease the demand for our products and services; and decrease the value of collateral for loans, especially real estate, reducing customers’ borrowing power, the value of assets associated with non-performing loans and collateral coverage. Generally, we make loans to small to mid-sized businesses whose success depends on the regional economy. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities. Adverse economic and business conditions in our market areas could reduce our growth rate, affect our borrowers’ ability to repay their loans and, consequently, adversely affect our business, financial condition and performance. For example, we place substantial reliance on real estate as collateral for our loan portfolio. A sharp downturn in real estate values in our market area could leave many of these loans inadequately collateralized. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, the impact on our results of operations could be materially adverse. - 19 - Our commercial business and mortgage loans increase our exposure to credit risks. At December 31, 2019, our portfolio of commercial business and mortgage loans totaled $1,678.3 million, or 52.1% of total loans. We plan to continue to emphasize the origination of these types of loans, which generally expose us to a greater risk of nonpayment and loss than residential real estate or consumer loans because repayment of such loans often depends on the successful operations and income stream of the borrowers. Additionally, such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to consumer loans or residential real estate loans. A sudden downturn in the economy could result in borrowers being unable to repay their loans, thus exposing us to increased credit risk. Our indirect and consumer lending involves risk elements in addition to normal credit risk. A portion of our current lending involves the purchase of consumer automobile installment sales contracts from automobile dealers located in Western, Central and the Capital District of New York, and Northern and Central Pennsylvania. These loans are for the purchase of new or used automobiles. We serve customers that cover a range of creditworthiness, and the required terms and rates are reflective of those risk profiles. While these loans have higher yields than many of our other loans, such loans involve risk elements in addition to normal credit risk. Additional risk elements associated with indirect lending include the limited personal contact with the borrower as a result of indirect lending through non-bank channels, namely automobile dealers. While indirect automobile loans are secured, such loans are secured by depreciating assets and characterized by loan-to-value ratios that could result in us not recovering the full value of an outstanding loan upon default by the borrower. If the losses from our indirect loan portfolio are higher than anticipated, it could have a material adverse effect on our financial condition and results of operations. In addition, our consumer lending activities are subject to numerous consumer protection laws and regulations, and if we were unable to comply with the regulations applicable to our consumer lending activities, our financial condition and results of operations may be adversely affected. Lack of seasoning in portions of our loan portfolio could increase risk of credit defaults in the future. As a result of our growth over the past several years, certain portions of our loan portfolio, such as the increased size of our commercial loan portfolio, are of relatively recent origin. Loans may not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process referred to as “seasoning.” As a result, a portfolio of older loans will usually behave more predictably than a newer portfolio. Because these portions of our portfolio are relatively new, the current level of delinquencies and defaults may not represent the level that may prevail as the portfolio becomes more seasoned. If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which could have an adverse effect on our business, financial condition and results of operations. We accept deposits that do not have a fixed term and which may be withdrawn by the customer at any time for any reason. At December 31, 2019, we had $2.38 billion of deposit liabilities that have no maturity and, therefore, may be withdrawn by the depositor at any time. These deposit liabilities include our checking, savings, and money market deposit accounts. Market conditions may impact the competitive landscape for deposits in the banking industry. The low rate environment and future actions the Federal Reserve may take may impact pricing and demand for deposits in the banking industry. The withdrawal of more deposits than we anticipate could have an adverse impact on our profitability as this source of funding, if not replaced by similar deposit funding, would need to be replaced with wholesale funding, the sale of interest-earning assets, or a combination of these two actions. The replacement of deposit funding with wholesale funding could cause our overall cost of funding to increase, which would reduce our net interest income. A loss of interest-earning assets could also reduce our net interest income. We depend on the accuracy and completeness of information about or from customers and counterparties. In deciding whether to extend credit or enter into other transactions, we may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports, and other financial information. We may also rely on representations of those customers, counterparties, or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports, or other financial information could cause us to enter into unfavorable transactions, which could have a material adverse effect on our financial condition and results of operations. We are subject to environmental liability risk associated with our lending activities. A significant portion of our loan portfolio is secured by real property. During the ordinary course of business, we may foreclose on and take title to properties securing certain loans. There is a risk that hazardous or toxic substances could be found on properties we have foreclosed upon. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage regardless of whether we knew, had reason to know of, or caused the release of such substance. Environmental laws may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our - 20 - ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations. We operate in a highly competitive industry and market area. We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and may have more financial resources than us. Such competitors primarily include national, regional and internet banks within the markets in which we operate. We also face competition from many other types of financial institutions, including, without limitation, savings and loan associations, credit unions, finance companies, brokerage firms, insurance companies and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting), and merchant banking. Also, technology has lowered barriers to entry and made it possible for nonbanks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. More recently, peer to peer lending has emerged as an alternative borrowing source for our customers and many other non- banks offer lending and payment services in competition with banks. Many of these competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many of our larger competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can. Our ability to compete successfully depends on a number of factors, including, among other things: • • • • • • the ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe, sound assets; the ability to expand our market position; the scope, relevance and pricing of products and services offered to meet customer needs and demands; the rate at which we introduce new products and services relative to our competitors; customer satisfaction with our level of service; and industry and general economic trends. Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations. Changes to and replacement of the LIBOR Benchmark Interest Rate may adversely affect our business, financial condition, and results of operations. In 2017, the United Kingdom’s Financial Conduct Authority, a regulator of financial services firms and financial markets in the United Kingdom, stated that it will only support the regulatory oversight of the London Interbank Offered Rate ("LIBOR") interest rate indices through 2021. This announcement, and, more generally, financial benchmark reforms and changes in the interbank lending markets, have resulted in uncertainty about the interest rate benchmarks that will be used in the future. In addition to the discontinuance of LIBOR, there may be future changes in the rules or methodologies used to calculate benchmarks, which may have a material adverse effect on the value of or return on our financial assets and liabilities that are based on or are linked to LIBOR and other benchmarks. The uncertainty related to these changes may have an unpredictable impact on the financial markets and could adversely impact our financial condition or results of operations. Risks Related to Non-Banking Activities Our insurance brokerage subsidiary is subject to risk related to the insurance industry. SDN derives the bulk of its revenue from commissions and fees earned from brokerage services. SDN does not determine the insurance premiums on which its commissions are based. Insurance premiums are cyclical in nature and may vary widely based on market conditions. As a result, insurance brokerage revenues and profitability can be volatile. As insurance companies outsource the production of premium revenue to non-affiliated brokers or agents such as SDN, those insurance companies may seek to further minimize their expenses by reducing the commission rates payable to insurance agents or brokers, which could adversely affect SDN’s revenues. In addition, there have been and may continue to be various trends in the insurance industry toward alternative insurance markets including, among other things, increased use of self-insurance, captives, and risk retention groups. While SDN has been able to participate in certain of these activities and earn fees for such services, there can be no assurance that we will realize revenues and profitability as favorable as those realized from SDN’s traditional brokerage activities. - 21 - Our investment advisory and wealth management operations are subject to risk related to the regulation of the financial services industry and market volatility. The financial services industry is subject to extensive regulation at the federal and state levels. It is very difficult to predict the future impact of the legislative and regulatory requirements affecting our business. The securities laws and other laws that govern the activities of our registered investment advisor are complex and subject to change. The activities of our investment advisory and wealth management operations are subject primarily to provisions of the Advisers Act and the Employee Retirement Income Act of 1940, as amended (“ERISA”). We are a fiduciary under ERISA. Our investment advisory services are also subject to state laws including anti-fraud laws and regulations. In addition, the broker-dealer services provided by Courier Capital and HNP Capital are subject to Regulation Best Interest, which requires a broker-dealer to act in the best interest of a retail customer when making a recommendation to that customer of any securities transaction or investment strategy involving securities. The regulation imposes heightened standards on broker-dealers and will require us to review and modify the policies and procedures of our wealth management operations, as well as associated supervisory and compliance controls. Any claim of noncompliance, regardless of merit or ultimate outcome, could subject us to investigation by the SEC or other regulatory authorities. Our compliance processes may not be sufficient to prevent assertions that we failed to comply with any applicable law, rule or regulation. If our investment advisory and wealth management operations are subject to investigation by the SEC or other regulatory authorities or if litigation is brought by clients based on our failure to comply with applicable regulations, our results of operations could be materially adversely affected. In addition, the majority of our investment advisory revenue is from fees based on the percentage of assets under management. The value of the assets under management is determined, in part, by market conditions that can be volatile. As a result, investment advisory revenues and profitability can fluctuate with market conditions. Strategic and Operational Risks Our tax strategies and the value of our deferred tax assets and liabilities could adversely affect our operating results and regulatory capital ratios. Our tax strategies are dependent upon our ability to generate taxable income in future periods. Our tax strategies will be less effective in the event we fail to generate taxable income. Our deferred tax assets are subject to an evaluation of whether it is more likely than not that they will be realized for financial statement purposes. In making this determination, we consider all positive and negative evidence available including the impact of recent operating results, reversals of existing taxable temporary differences, tax planning strategies and projected earnings within the statutory tax loss carryover period. If we were to conclude that a significant portion of our deferred tax assets were not more likely than not to be realized, the required valuation allowance could adversely affect our financial position, results of operations and regulatory capital ratios. In addition, the value of our deferred tax assets could be adversely affected by a change in statutory tax rates. We make certain assumptions and estimates in preparing our financial statements that may prove to be incorrect, which could significantly impact our results of operations, cash flows and financial condition, and we are subject to new or changing accounting rules and interpretations, and the failure by us to correctly interpret or apply these evolving rules and interpretations could have a material adverse effect. Accounting principles generally accepted in the United States require us to use certain assumptions and estimates in preparing our financial statements, including in determining credit loss reserves and reserves related to litigation, among other items. Certain of our financial instruments, including available-for-sale securities and certain loans, require a determination of their fair value in order to prepare our financial statements. Where quoted market prices are not available, we may make fair value determinations based on internally developed models or other means, which ultimately rely to some degree on management judgment. Some of these and other assets and liabilities may have no direct observable price levels, making their valuation particularly subjective, as they are based on significant estimation and judgment. In addition, sudden illiquidity in markets or declines in prices of certain loans and securities may make it more difficult to value certain balance sheet items, which may lead to the possibility that such valuations will be subject to further change or adjustment. If assumptions or estimates underlying our financial statements are incorrect, we may experience material losses that would impact our results of operations, cash flows and financial condition. - 22 - As indicated in Note 1, Summary of Significant Accounting Policies - Recent Accounting Pronouncements, to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K, the regulations, rules, standards, policies, and interpretations underlying GAAP are constantly evolving and may change significantly over time. In particular, effective January 1, 2020, we have implemented FASB’s Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments, which requires us to recognize an allowance for credit losses based on historical experience, current conditions and reasonable and supportable forecasts, as opposed to recognizing an allowance when it is probable that a loss has been incurred. This change in GAAP is expected to have an impact on the Company’s statements of income and financial condition, including by increasing our allowance for loan losses and creating more volatility in the level of our allowance for loan losses, and will be impacted by the Company’s loan and securities portfolios’ composition, attributes and quality. If we fail to interpret any one or more of these GAAP provisions correctly, or if our methodology in applying them to our financial reporting or disclosures is at all flawed, our financial statements may contain inaccuracies that, if severe enough, could warrant a later restatement by us, which in turn could result in a material adverse event. We may be unable to successfully implement our growth strategies, including the integration and successful management of newly-acquired businesses. Our current growth strategy is multi-faceted. We seek to expand our branch network into nearby areas, make strategic acquisitions of loans, portfolios, other regional banks and non-banking firms whose businesses we feel may be complementary with ours, and to continue to organically grow our core deposits. Any failure by us to effectively implement any one or more of these growth strategies could have several negative effects, including a possible decline in the size or the quality, or both, of our loan portfolio or a decrease in profitability caused by an increase in operating expenses. We hope to continue an active merger and acquisition strategy. However, even if we use our common stock as the predominant form of consideration, we may need to raise capital to negotiate a transaction on terms acceptable to us and there can be no assurance that we will be able to raise a sufficient amount of capital to enable us to complete an acquisition. It is also possible that even with adequate capital we may still be unable to complete an acquisition on favorable terms, causing us to miss opportunities to increase our earnings and expand or diversify our operations. Our growth strategy is also dependent upon the successful integration of new businesses and any future acquisitions into our existing operations. While our senior management team has had extensive experience in acquisitions and post-acquisition integration, there is no guarantee that our current or future integration efforts will be successful, and if our senior management is forced to spend a disproportionate amount of time on integrating recently-acquired businesses, it may distract their attention from operating our business or pursuing other growth opportunities. Acquisitions may disrupt our business and dilute shareholder value. We intend to continue to pursue a growth strategy for our business by expanding our branch network into communities within or adjacent to markets where we currently conduct business. We may consider acquisitions of loans or securities portfolios, lending or leasing firms, commercial and small business lenders, residential lenders, direct banks, banks or bank branches, wealth and investment management firms, securities brokerage firms, specialty finance or other financial services-related companies. We also intend to expand our non-banking subsidiaries, SDN, Courier Capital and HNP Capital, by acquiring smaller insurance agencies and wealth management firms in areas which complement our current footprint. We may be unsuccessful in expanding our non-banking subsidiaries through acquisition because of the growing interest in acquiring insurance brokers and wealth management firms, which could make it more difficult for us to identify appropriate targets and could make such acquisitions more expensive. Even if we are able to identify appropriate acquisition targets, we may not have sufficient capital to fund acquisitions or be able to execute transactions on favorable terms. If we are unable to expand our non-banking operations through smaller acquisitions, we may not be able to achieve all of the expected benefits of the SDN, Courier Capital and HNP Capital acquisitions, which could adversely affect our results of operations and financial condition. Acquiring other banks, businesses, or branches involves potential adverse impact to our financial results and various other risks commonly associated with acquisitions, including, among other things: • • • • • • • • • • difficulty in estimating the value of the target company; payment of a premium over book and market values that may dilute our tangible book value and earnings per share in the short and long term; potential exposure to unknown or contingent liabilities of the target company; exposure to potential asset quality issues of the target company; volatility in reported income as goodwill impairment losses could occur irregularly and in varying amounts; challenge and expense of integrating the operations and personnel of the target company; inability to realize the expected revenue increases, cost savings, increases in geographic or product presence, and / or other projected benefits; potential disruption to our business; potential diversion of our management’s time and attention; the possible loss of key employees and customers of the target company; - 23 - • • potential changes in banking or tax laws or regulations that may affect the target company; and additional regulatory burdens associated with new lines of business. The value of our goodwill and other intangible assets may decline in the future. As of December 31, 2019, we had $66.1 million of goodwill and $8.8 million of other intangible assets. Significant and sustained declines in our stock price and market capitalization, significant declines in our expected future cash flows, significant adverse changes in the business climate or slower growth rates, any or all of which could be materially impacted by many of the risk factors discussed herein, may necessitate our taking charges in the future related to the impairment of our goodwill. Future regulatory actions could also have a material impact on assessments of goodwill for impairment. If the fair value of our net assets improves at a faster rate than the market value of our reporting units, or if we were to experience increases in book values of a reporting unit in excess of the increase in fair value of equity, we may also have to take charges related to the impairment of our goodwill. If we were to conclude that a future write-down of our goodwill is necessary, we would record the appropriate charge, which could have a material adverse effect on our results of operations. Identifiable intangible assets other than goodwill consist of core deposit intangibles and other intangible assets (primarily customer relationships). Adverse events or circumstances could impact the recoverability of these intangible assets including loss of core deposits, significant losses of customer accounts and/or balances, increased competition or adverse changes in the economy. To the extent these intangible assets are deemed unrecoverable, a non-cash impairment charge would be recorded which could have a material adverse effect on our results of operations. During the fourth quarter of 2015, we determined that the carrying value of our SDN reporting unit exceeded its fair value and recorded a $751 thousand impairment charge. During the second quarter of 2017, we determined that the carrying value of our SDN reporting unit exceeded its fair value and recorded an additional $1.6 million impairment charge. During the fourth quarter of 2018, we again determined that the carrying value of our SDN reporting unit exceeded its fair value and recorded an additional $2.4 million impairment charge. For further discussion, see Note 1, Summary of Significant Accounting Policies, and Note 7, Goodwill and Other Intangible Assets, to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. We use financial models for business planning purposes that may not adequately predict future results. We use financial models to aid in planning for various purposes including our capital and liquidity needs, interest rate risk, potential charge-offs, reserves, and other purposes. The models used may not accurately account for all variables that could affect future results, may fail to predict outcomes accurately and/or may overstate or understate certain effects. As a result of these potential failures, we may not adequately prepare for future events and may suffer losses or other setbacks due to these failures. Liquidity is essential to our businesses. Our liquidity could be impaired by an inability to access the capital markets or unforeseen outflows of cash. Reduced liquidity may arise due to circumstances that we may be unable to control, such as a general market disruption or an operational problem that affects third parties or us. Our efforts to monitor and manage liquidity risk may not be successful or sufficient to deal with dramatic or unanticipated reductions in our liquidity. In such events, our cost of funds may increase, thereby reducing our net interest income, or we may need to sell a portion of our investment and/or loan portfolio, which, depending upon market conditions, could result in us realizing a loss. We rely on dividends from our subsidiaries for most of our revenue. We are a separate and distinct legal entity from our subsidiaries. A substantial portion of our revenue comes from dividends from our Bank subsidiary. These dividends are the principal source of funds we use to pay dividends on our common and preferred stock, and to pay interest and principal on our debt. Federal and/or state laws and regulations limit the amount of dividends that our Bank subsidiary may pay to us. Also, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event our Bank subsidiary is unable to pay dividends to us, we may not be able to service debt, pay obligations, or pay dividends on our common and preferred stock. The inability to receive dividends from our Bank subsidiary could have a material adverse effect on our business, financial condition, and results of operations. We may not be able to attract and retain skilled people. Our success depends, in large part, on our ability to attract and retain skilled people. Competition for highly talented people can be intense, and we may not be able to hire sufficiently skilled people or retain them. Further, the rural location of our principal executive offices and many of our bank branches make it challenging for us to attract skilled people to such locations. The unexpected loss of services of one or more of our key personnel could have a material adverse impact on our business because of their skills, knowledge of our markets, years of industry experience, and the difficulty of promptly finding qualified replacement personnel. - 24 - Severe weather, natural disasters, acts of war or terrorism, and other external events could significantly impact our business. Severe weather, natural disasters, acts of war or terrorism, and other adverse external events could have a significant impact on our ability to conduct business. Such events could affect the operations of our bank branches, stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue, and/or cause us to incur additional expenses. The occurrence of any such event could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations. If our risk management framework does not effectively identify or mitigate our risks, we could suffer losses. Our risk management framework seeks to mitigate risk and appropriately balance risk and return. We have established processes and procedures intended to identify, measure, monitor and report the types of risk to which we are subject, including credit risk, operations risk, compliance risk, reputation risk, strategic risk, market risk, and liquidity risk. We seek to monitor and control our risk exposure through a framework of policies, procedures and reporting requirements. Management of our risks in some cases depends upon the use of analytical and/or forecasting models. If the models used to mitigate these risks are inadequate, we may incur losses. In addition, there may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated. If our risk management framework does not effectively identify or mitigate our risks, we could suffer unexpected losses and could be materially adversely affected. Technology and Cybersecurity Risks We face competition in staying current with technological changes and banking alternatives to compete and meet customer demands. The financial services market, including banking services, faces rapid changes with frequent introductions of new technology-driven products and services. Our future success may depend, in part, on our ability to use technology to provide products and services that provide convenience to customers and to create additional efficiencies in our operations. Some of our competitors have substantially greater resources to invest in technological improvements than we currently have. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. In addition, technology and other changes are allowing consumers to utilize alternative methods to complete financial transactions that have historically involved banks. For example, consumers can now maintain funds in brokerage accounts or mutual funds that would have historically been held as bank deposits. Consumers can also complete transactions such as paying bills and transferring funds directly without using a traditional bank as an intermediary. The process of eliminating banks as intermediaries could result in the loss of customer deposits, the related income generated from those deposits and additional fee income. We may not be able to effectively compete with these banking alternatives for consumer deposits. As a result, our ability to effectively compete to retain or acquire new business may be impaired, and our business, financial condition or results of operations, may be adversely affected. We rely on other companies to provide key components of our business infrastructure. Third party vendors provide key components of our business infrastructure such as internet connections, network access and core application processing. While we have selected these third party vendors carefully, we do not control their actions. Any problems caused by these third parties, including as a result of them not providing us their services for any reason or them performing their services poorly, could adversely affect our ability to deliver products and services to our customers or otherwise conduct our business efficiently and effectively. Replacing these third party vendors could also entail significant delay and expense. Third parties perform significant operational services on our behalf. These third-party vendors are subject to similar risks as us relating to cybersecurity, breakdowns or failures of their own systems or employees. One or more of our vendors may experience a cybersecurity event or operational disruption and, if any such event does occur, it may not be adequately addressed, either operationally or financially, by the third-party vendor. Certain of our vendors may have limited indemnification obligations or may not have the financial capacity to satisfy their indemnification obligations. Financial or operational difficulties of a vendor could also impair our operations if those difficulties interfere with the vendor’s ability to serve us. If a critical vendor is unable to meet our needs in a timely manner or if the services or products provided by such a vendor are terminated or otherwise delayed and if we are not able to develop alternative sources for these services and products quickly and cost-effectively, it could have a material adverse effect on our business. Federal banking regulators recently issued regulatory guidance on how banks select, engage and manage their outside vendors. These regulations may affect the circumstances and conditions under which we work with third parties and the cost of managing such relationships. A breach in security of our or third party information systems, including the occurrence of a cyber incident or a deficiency in cybersecurity, or a failure by us to comply with New York State cybersecurity regulations, may subject us to liability, result in a loss of customer business or damage our brand image. We rely heavily on communications, information systems (both internal and provided by third parties) and the internet to conduct our business. Our business depends on our ability to process and monitor a large volume of daily transactions in compliance with legal, regulatory and internal standards and specifications. In addition, a significant portion of our operations relies heavily on the secure - 25 - processing, storage and transmission of personal and confidential information of our customers and clients. These risks may increase in the future as our customers continue to adapt to mobile payment and other internet-based product offerings and we expand the availability of web-based products and applications. In addition, several U.S. financial institutions have experienced significant distributed denial-of-service attacks, some of which involved sophisticated and targeted attacks intended to disable or degrade service or sabotage systems. Other potential attacks have attempted to obtain unauthorized access to confidential information or destroy data, often through the introduction of computer viruses or malware, cyber-attacks and other means. Such security attacks can originate from a wide variety of sources, including persons who are involved with organized crime or who may be linked to terrorist organizations or hostile foreign governments. Those same parties may also attempt to fraudulently induce employees, customers or other users of our systems to disclose sensitive information in order to gain access to our data or that of our customers or clients. We are also subject to the risk that our employees may intercept and transmit unauthorized confidential or proprietary information. An interception, misuse or mishandling of personal, confidential or proprietary information being sent to or received from a customer or third party could result in legal liability, remediation costs, regulatory action and reputational harm, any of which could adversely affect our results of operations and financial condition. As of March 1, 2017, we were required to comply with new cybersecurity regulations promulgated by the NY DFS that were phased in between September 2017 and March 2019. Any failure by us to timely and successfully implement some or all of these regulations, which mandate, among other things, the creation of a new cybersecurity program, a written policy, the appointment of an information security officer and certification by the NY DFS, could also result in regulatory sanctions, public disclosure and reputational damage even if we do not experience a significant cybersecurity breach. Furthermore, as the threat of cyber attacks continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our systems, or to investigate and remediate vulnerabilities in our systems. Due to the complexity and interconnectedness of information technology systems, the process of enhancing our systems can itself create a risk of systems disruptions and security issues. Legal and Regulatory Risks Any future FDIC insurance premium increases may adversely affect our earnings. The amount that is assessed by the FDIC for deposit insurance is set by the FDIC based on a variety of factors. These include the depositor insurance fund’s reserve ratio, the Bank’s assessment base, which is equal to average consolidated total assets minus average tangible equity, and various inputs into the FDIC’s assessment rate calculation. If there are financial institution failures, we may be required to pay higher FDIC premiums. Such increases of FDIC insurance premiums may adversely impact our earnings. See the section captioned “Supervision and Regulation” included in Part I, Item 1 “Business” for more information about FDIC insurance premiums. We are highly regulated, and any adverse regulatory action may result in additional costs, loss of business opportunities, and reputational damage. As described in the section captioned “Supervision and Regulation” included in Part I, Item 1, “Business,” both our Banking and Non- Banking segments are subject to extensive supervision, regulation and examination. The various regulatory authorities with jurisdiction over us have significant latitude in addressing our compliance with applicable laws and regulations including, but not limited to, those governing consumer credit, fair lending, anti-money laundering, anti-terrorism, capital adequacy, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors affecting us. As part of this regulatory structure, we are subject to policies and other guidance developed by the regulatory agencies with respect to, among other things, capital levels, the timing and amount of dividend payments, the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Our regulators have broad discretion to impose monetary fines or restrictions and limitations on our operations if they determine, for any reason, that our operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the supervisory policies of these agencies. This supervisory framework could materially impact the conduct, growth and profitability of our operations. Any failure on our part to comply with current laws, regulations, other regulatory requirements or safe and sound banking, insurance, or investment advisory practices or concerns about our financial condition, or any related regulatory sanctions or adverse actions against us, could increase our costs or restrict our ability to expand our business and result in damage to our reputation. In March 2018, we were notified by the FRB of New York that its most recent evaluation of the Bank’s CRA performance for the period January 2011 through September 2013, resulted in an overall rating of “Needs to Improve.” This rating may subject the Bank to enhanced scrutiny in any application for business expansion it files with the Federal Reserve or the NY DFS, which may result in a delay in approving or the denial of such application. In addition, the publication of the “Needs to Improve” rating may damage our reputation, making it more difficult for us to achieve our business goals and objectives, particularly in the Buffalo and Rochester metropolitan areas. - 26 - Legal and regulatory proceedings and related matters could adversely affect us and the banking industry in general. We have been, and may in the future be, subject to various legal and regulatory proceedings, including class action litigation. It is inherently difficult to assess the outcome of these matters, and there can be no assurance that we will prevail in any proceeding or litigation. Legal and regulatory matters of any degree of significance could result in substantial cost and diversion of our efforts, which by itself could have a material adverse effect on our financial condition and operating results. As disclosed in Part I, Item 3, “Legal Proceedings,” an action has been brought against us by four individuals seeking to represent a putative class of consumers who are alleged to have obtained direct or indirect financing from us for the purchase of vehicles that we later repossessed. If we settle these claims or the litigation is not resolved in our favor, we may suffer reputational damage and incur legal costs, settlements or judgments that exceed the amounts covered by our existing insurance policies. We can provide no assurances that our insurer will insure the legal costs, settlements or judgements we incur in excess of our deductible. If we are not successful in defending ourselves from these claims, or if our insurer does not insure us against legal costs we incur in excess of our deductible, the result may materially adversely affect our business, results of operations and financial condition. Further, adverse determinations in such matters could result in actions by our regulators that could materially adversely affect our business, financial condition or results of operations. There can be no guarantee that proceedings that may have a material adverse effect on our business, results of operations or financial condition will not arise in the near or long-term future. We establish reserves for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. We may still incur legal costs for a matter even if we have not established a reserve. In addition, due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal proceedings, the actual cost of resolving a legal claim may be substantially higher than any amounts reserved for that matter. The ultimate resolution of a pending legal proceeding, depending on the remedy sought and granted, could adversely affect our results of operations and financial condition. The policies of the Federal Reserve have a significant impact on our earnings. The policies of the Federal Reserve impact us significantly. The Federal Reserve regulates the supply of money and credit in the United States. Its policies directly and indirectly influence the rate of interest earned on loans and paid on borrowings and interest- bearing deposits and can also affect the value of financial instruments we hold. Those policies determine, to a significant extent, our cost of funds for lending and investing and impact our net interest income, our primary source of revenue. Changes in those policies are beyond our control and are difficult to predict. Federal Reserve policies can also affect our borrowers, potentially increasing the risk that they may fail to repay their loans. For example, a tightening of the money supply by the Federal Reserve could reduce the demand for a borrower’s products and services. This could adversely affect the borrower’s earnings and ability to repay its loan, which could have a material adverse effect on our financial condition and results of operations. Market Risks We are subject to interest rate risk, and a rising rate environment may reduce our income and result in higher defaults on our loans, whereas a falling rate environment may result in earlier loan prepayments than we expect, which may reduce our income. Our earnings and cash flows depend largely upon our net interest income. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of governmental and regulatory agencies, particularly the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but such changes could also affect (i) our ability to originate loans and obtain deposits; (ii) the fair value of our financial assets and liabilities; and (iii) the average duration of our mortgage-backed securities portfolio and other interest-earning assets. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. In addition, our net interest margin may contract in a rising rate environment because our funding costs may increase faster than the yield we earn on our interest-earning assets. In a rising rate environment, loans with adjustable interest rates are more likely to experience a higher rate of default. The combination of these events may adversely affect our financial condition and results of operations. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. In addition, in a falling rate environment, loans may be prepaid sooner than we expect, which could result in a delay between when we receive the prepayment and when we are able to redeploy the funds into new interest-earning assets and in a decrease in the amount of interest income we are able to earn on those assets. If we are unable to manage these risks effectively, our financial condition and results of operations could be materially adversely affected. Any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our balance sheet. - 27 - The soundness of other financial institutions could adversely affect us. including commercial banks, brokers and dealers, Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, investment banks, and other institutional clients. Many of these transactions expose us to credit risk in the event of a default by our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due us. Any such losses could have a material adverse effect on our financial condition and results of operations. Our business may be adversely affected by conditions in the financial markets and economic conditions generally. Our financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer, is highly dependent on the business environment in the markets where we operate, in the State of New York and in the United States as a whole. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, low unemployment, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment, natural disasters; or a combination of these or other factors. The occurrence of any of these conditions could have a material adverse effect on our financial condition and results of operations. We may need to raise additional capital in the future and such capital may not be available on acceptable terms or at all. We may need to raise additional capital in the future to provide sufficient capital resources and liquidity to meet our commitments and business needs. Our ability to raise additional capital, if needed, will depend on our financial performance and, among other things, conditions in the capital markets at that time, which is outside of our control. In addition, we are highly regulated, and our regulators could require us to raise additional common equity in the future. We and our regulators perform a variety of analyses of our assets, including the preparation of stress case scenarios, and as a result of those assessments we could determine, or our regulators could require us, to raise additional capital. We may not be able to access required capital on acceptable terms or at all. Any occurrence that may limit our access to the capital markets, such as a decline in the confidence of debt purchasers, depositors of the Bank or counterparties participating in the capital markets, or a downgrade of our debt rating, may adversely affect our capital costs and ability to raise capital and, in turn, our liquidity. An inability to raise additional capital on acceptable terms when needed could have a material adverse impact on our business, financial condition, results of operations or liquidity. Risks Related to our Common Stock We may not pay or may reduce the dividends on our common stock. Holders of our common stock are only entitled to receive such dividends as our Board of Directors may declare out of funds legally available for such payments. Although we have historically declared cash dividends on our common stock, we are not required to do so and may reduce or eliminate our common stock dividend in the future. This could adversely affect the market price of our common stock. We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation, which could dilute our current shareholders or negatively affect the value of our common stock. In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured or secured by all or up to all of our assets, or by issuing additional debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, preferred stock or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive a distribution of our available assets before distributions to the holders of our common stock. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future. We may also issue additional shares of our common stock or securities convertible into or exchangeable for our common stock that could dilute our current shareholders and effect the value of our common stock. - 28 - Our certificate of incorporation, our bylaws, and certain banking laws may have an anti-takeover effect. Provisions of our certificate of incorporation, our bylaws, and federal and state banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to our shareholders. The combination of these provisions may discourage others from initiating a potential merger, takeover or other change of control transaction, which, in turn, could adversely affect the market price of our common stock. The market price of our common stock may fluctuate significantly in response to a number of factors. Our quarterly and annual operating results have varied in the past and could vary significantly in the future, which makes it difficult for us to predict our future operating results. Our operating results may fluctuate due to a variety of factors, many of which are outside of our control, including the changing U.S. economic environment and changes in the commercial and residential real estate market, any of which may cause our stock price to fluctuate. If our operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Our stock price can fluctuate significantly in response to a variety of factors including, among other things: • • • • • • • • • volatility of stock market prices and volumes in general; changes in market valuations of similar companies; changes in conditions in credit markets; changes in accounting policies or procedures as required by the Financial Accounting Standards Board (“FASB”) or other regulatory agencies; legislative and regulatory actions (including the impact of implementing the Dodd-Frank Act or rolling back its regulations) subjecting us to additional or different regulatory oversight which may result in increased compliance costs and/or require us to change our business model; government intervention in the U.S. financial system and the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board; additions or departures of key members of management; fluctuations in our quarterly or annual operating results; and changes in analysts’ estimates of our financial performance. - 29 - ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES We own a 27,400 square foot building in Warsaw, New York that serves as our headquarters, and principal executive and administrative offices. We lease a 52,300 square foot regional administrative facility located in Rochester, New York. This lease expires in August 2027, with options for two additional ten-year extensions. We are engaged in the banking business through 53 branch offices, of which 36 are owned and 17 are leased, in the following fifteen contiguous counties of Western and Central New York: Allegany, Cattaraugus, Cayuga, Chautauqua, Chemung, Erie, Genesee, Livingston, Monroe, Ontario, Orleans, Seneca, Steuben, Wyoming and Yates Counties. The operating leases for our branch offices expire at various dates through the year 2047 and generally include options to renew. The Bank also has administrative operations at a leased facility in Amherst, New York. SDN operates from a leased 14,400 square foot office located in Williamsville, New York. The lease for such space, which is used by SDN and several of our Bank’s commercial lenders, extends through September 2021. SDN also leases one retail location. Courier Capital operates from an owned 11,000 square foot office, located in Buffalo, New York. Courier Capital also has operations at a leased facility in Amherst, New York and an owned facility in Jamestown, New York. We believe that our properties have been adequately maintained, are in good operating condition and are suitable for our business as presently conducted, including meeting the prescribed security requirements. For additional information, see Note 6, Premises and Equipment, Net, and Note 12, Commitments and Contingencies, in the accompanying financial statements included in Part II, Item 8, of this Annual Report on Form 10-K. ITEM 3. LEGAL PROCEEDINGS From time to time we are a party to or otherwise involved in legal proceedings arising out of the normal course of business. Regardless of the outcome, litigation can have an adverse impact on us because of prosecution, defense and settlement costs, unfavorable awards, diversion of management resources and other factors. In February 2020, we agreed to engage in mediation with the plaintiffs in an action filed against us on May 16, 2017 by Matthew L. Chipego, Charlene Mowry, Constance C. Churchill and Joseph W. Ewing in the Court of Common Pleas in Philadelphia, Pennsylvania. Plaintiffs seek class certification to represent classes of consumers in New York and Pennsylvania along with statutory damages, interest and declaratory relief. The plaintiffs seek to represent a putative class of consumers who are alleged to have obtained direct or indirect financing from us for the purchase of vehicles that we later repossessed. The plaintiffs specifically claim that the notices the Bank sent to defaulting consumers after their vehicles were repossessed did not comply with the relevant portions of the Uniform Commercial Code in New York and Pennsylvania. We dispute and believe we have meritorious defenses against these claims and plan to vigorously defend ourselves. If we settle these claims or the action is not resolved in our favor, we may suffer reputational damage and incur legal costs, settlements or judgments that exceed the amounts covered by our existing insurance policies. We can provide no assurances that our insurer will insure the legal costs, settlements or judgements we incur in excess of our deductible. If we are unsuccessful in defending ourselves from these claims or if our insurer does not insure us against legal costs we incur in excess of our deductible, the result may materially adversely affect our business, results of operations and financial condition. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. - 30 - PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the Nasdaq Global Select Market under the ticker symbol “FISI.” At February 21, 2020, 16,002,899 shares of our common stock were outstanding and there were 176 registered shareholders of record. We have paid regular quarterly cash dividends on our common stock and our Board of Directors presently intends to continue this practice, subject to our results of operations and the need for those funds for debt service and other purposes. See the discussions in the section captioned “Supervision and Regulation” included in Part I, Item 1, “Business,” in the section captioned “Liquidity and Capital Resources” included in Part II, Item 7, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 13, Regulatory Matters, in the accompanying financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” all of which are included elsewhere in this report and incorporated herein by reference thereto. Stock Performance Graph The stock performance graph below compares (a) the cumulative total return on our common stock for the period beginning December 31, 2014 as reported by the Nasdaq Global Select Market, through December 31, 2019, (b) the cumulative total return on stocks included in the NASDAQ Composite Index over the same period, and (c) the cumulative total return, as compiled by S&P Global Market Intelligence of Major Exchange (NYSE, NYSE American and Nasdaq) Banks with $1 billion to $5 billion in assets over the same period. Cumulative return assumes the reinvestment of dividends. The graph was prepared by S&P Global Market Intelligence and is expressed in dollars based on an assumed investment of $100. Total Return Performance 250 Financial Institutions, Inc. NASDAQ Composite Index 200 SNL Bank $1B-$5B Index e u l a V x e d n I 150 100 50 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 Index Financial Institutions, Inc. NASDAQ Composite Index SNL Bank $1B-$5B Index 12/31/14 100.00 100.00 100.00 12/31/15 115.04 106.96 111.94 Period Ending 12/31/16 144.50 116.45 161.04 12/31/17 135.07 150.96 171.69 12/31/18 115.12 146.67 150.42 12/31/19 148.67 200.49 182.85 - 31 - ITEM 6. SELECTED FINANCIAL DATA (Dollars in thousands, except per share data) Selected financial condition data: Total assets Loans, net Investment securities Deposits Borrowings Shareholders’ equity Common shareholders’ equity Tangible common shareholders’ equity (1) Selected operations data: Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income Noninterest expense Income before income taxes Income tax expense Net income Preferred stock dividends Net income available to common shareholders Stock and related per share data: Earnings per common share: Basic Diluted Cash dividends declared per common share Common book value per share Tangible common book value per share (1) Market price (Nasdaq: FISI): High Low Close 2019 $ 4,384,178 3,190,505 776,917 3,555,675 314,773 438,947 421,619 346,696 $ $ $ $ $ $ $ $ $ $ $ 168,800 38,888 129,912 8,044 121,868 40,381 102,828 59,421 10,559 48,862 1,461 47,401 2.97 2.96 1.00 26.35 21.66 33.28 25.50 32.10 At or for the year ended December 31, 2017 2018 2016 $ 4,311,698 3,052,684 892,258 3,366,907 508,702 396,293 378,965 302,792 $ 4,105,210 2,700,345 1,041,439 3,210,174 485,331 381,177 363,848 289,145 $ 3,710,340 2,309,227 1,083,264 2,995,222 370,561 320,054 302,714 227,074 $ $ $ $ $ $ $ $ $ $ $ 152,732 29,868 122,864 8,934 113,930 36,478 100,876 49,532 10,006 39,526 1,461 38,065 2.39 2.39 0.96 23.79 19.01 34.35 24.49 25.70 $ $ $ $ $ $ $ $ $ $ $ 130,110 17,495 112,615 13,361 99,254 34,730 90,513 43,471 9,945 33,526 1,462 32,064 2.13 2.13 0.85 22.85 18.16 35.40 25.65 31.10 $ $ $ $ $ $ $ $ $ $ $ 115,231 12,541 102,690 9,638 93,052 35,760 84,671 44,141 12,210 31,931 1,462 30,469 2.11 2.10 0.81 20.82 15.62 34.55 25.98 34.20 2015 $ 3,381,024 2,056,677 1,030,112 2,730,531 332,090 293,844 276,504 209,558 $ $ $ $ $ $ $ $ $ $ $ 105,450 10,137 95,313 7,381 87,932 30,337 79,393 38,876 10,539 28,337 1,462 26,875 1.91 1.90 0.80 19.49 14.77 29.04 21.67 28.00 (1) This is a non-GAAP measure that we believe is useful in understanding our financial performance and condition. Refer to the GAAP to Non-GAAP Reconciliation for further information. - 32 - (Dollars in thousands) Performance ratios: Net income, returns on: Average assets Average equity Net income available to common shareholders, returns on: Average common equity Average tangible common equity (1) Average tangible assets (1) Common dividend payout ratio Net interest margin (fully tax-equivalent) Effective tax rate Efficiency ratio (2) Capital ratios: Leverage ratio (3) Common equity Tier 1 capital ratio (3) Tier 1 capital ratio (3) Total risk-based capital ratio (3) Average equity to average assets Common equity to assets Tangible common equity to tangible assets (1) Asset quality: Non-performing loans Non-performing assets Allowance for loan losses Net loan charge-offs Non-performing loans to total loans Non-performing assets to total assets Net charge-offs to average loans Allowance for loan losses to total loans Allowance for loan losses to non-performing loans Other data: Number of branches Full time equivalent employees 2019 1.14% 11.61% 11.74% 14.45% 1.13% 33.67% 3.28% 17.8% 60.59% 9.00% 10.31% 10.80% 12.77% 9.82% 9.62% 8.05% At or for the year ended December 31, 2017 2016 2018 0.95% 10.18% 10.26% 12.95% 0.93% 40.17% 3.18% 20.2% 62.73% 8.16% 9.70% 10.21% 12.38% 9.31% 8.79% 7.15% 0.86% 9.62% 9.68% 12.51% 0.84% 39.91% 3.21% 22.9% 60.65% 8.13% 10.16% 10.74% 13.19% 8.95% 8.86% 7.17% 0.90% 10.01% 10.10% 13.51% 0.88% 38.39% 3.24% 27.7% 60.95% 7.36% 9.59% 10.26% 12.97% 8.99% 8.16% 6.25% 2015 0.87% 9.78% 9.87% 13.16% 0.84% 41.88% 3.28% 27.1% 62.44% 7.41% 9.77% 10.50% 13.35% 8.86% 8.18% 6.32% $ $ $ $ 8,640 9,108 30,482 11,476 $ $ $ $ 0.27% 0.21% 0.37% 0.95% 353% 53 703 $ $ $ $ 7,141 7,371 33,914 9,692 0.23% 0.17% 0.33% 1.10% 475% $ $ $ $ 12,531 12,679 34,672 9,623 0.46% 0.31% 0.38% 1.27% 277% $ $ $ $ 6,326 6,433 30,934 5,789 0.27% 0.17% 0.26% 1.32% 489% 8,440 8,603 27,085 7,933 0.41% 0.25% 0.40% 1.30% 321% 53 702 53 639 52 631 50 660 (1) This is a non-GAAP measure that we believe is useful in understanding our financial performance and condition. Refer to the GAAP to Non-GAAP Reconciliation for further information. (2) Efficiency ratio provides a ratio of operating expenses to operating income. Efficiency ratio is calculated by dividing noninterest expense by net revenue, which is defined as the sum of tax-equivalent net interest income and noninterest income before net gains on investment securities. The efficiency ratio is not a financial measurement required by GAAP. However, the efficiency ratio is used by management in its assessment of financial performance specifically as it relates to noninterest expense control. Management also believes such information is useful to investors in evaluating Company performance. 2019, 2018, 2017, 2016 and 2015 ratios calculated under Basel III rules, which became effective January 1, 2015. (3) - 33 - GAAP to Non-GAAP Reconciliation (In thousands, except per share data) Computation of ending tangible common equity: Common shareholders’ equity Less: goodwill and other intangible assets, net Tangible common equity Computation of ending tangible assets: Total assets Less: goodwill and other intangible assets, net Tangible assets 2019 At or for the year ended December 31, 2017 2016 2018 2015 $ 421,619 74,923 $ 346,696 $ 378,965 76,173 $ 302,792 $ 363,848 74,703 $ 289,145 $ 302,714 75,640 $ 227,074 $ 276,504 66,946 $ 209,558 $ 4,384,178 74,923 $ 4,309,255 $ 4,311,698 76,173 $ 4,235,525 $ 4,105,210 74,703 $ 4,030,507 $ 3,710,340 75,640 $ 3,634,700 $ 3,381,024 66,946 $ 3,314,078 Tangible common equity to tangible assets (1) 8.05% 7.15% 7.17% 6.25% 6.32% Common shares outstanding Tangible common book value per share (2) 16,003 21.66 $ 15,929 19.01 $ 15,925 18.16 14,538 15.62 $ $ 14,191 14.77 $ Computation of average tangible common equity: Average common equity Average goodwill and other intangible assets, net Average tangible common equity Computation of average tangible assets: Average assets Average goodwill and other intangible assets, net Average tangible assets $ 403,689 75,557 $ 328,132 $ 371,023 76,990 $ 294,033 $ 331,184 74,818 $ 256,366 $ 301,666 76,170 $ 225,496 $ 272,367 68,138 $ 204,229 $ 4,285,825 75,557 $ 4,210,268 $ 4,171,972 76,990 $ 4,094,982 $ 3,896,071 74,818 $ 3,821,253 $ 3,547,105 76,170 $ 3,470,935 $ 3,269,890 68,138 $ 3,201,752 Net income available to common shareholders Return on average tangible common equity (3) Return on average tangible assets (4) $ $ 47,401 14.45% 1.13% $ 38,065 12.95% 0.93% $ 32,064 12.51% 0.84% $ 30,469 13.51% 0.88% 26,875 13.16% 0.84% (1) Tangible common equity divided by tangible assets. (2) Tangible common equity divided by common shares outstanding. (3) Net income available to common shareholders divided by average tangible common equity. (4) Net income available to common shareholders divided by average tangible assets. This table contains disclosure that includes calculations for tangible common equity, tangible assets, tangible common equity to tangible assets, tangible common book value per share, average tangible common equity, average tangible assets, return on average tangible common equity and return on average tangible assets, which are determined by methods other than in accordance with GAAP. We believe that these non-GAAP measures are useful to our investors as measures of the strength of our capital and ability to generate earnings on tangible common equity invested by our shareholders. These non-GAAP measures provide supplemental information that may help investors to analyze our capital position without regard to the effects of intangible assets. Non-GAAP financial measures have inherent limitations and are not uniformly utilized by issuers. Therefore, these non-GAAP financial measures should not be considered in isolation, or as a substitute for comparable measures prepared in accordance with GAAP. - 34 - SELECTED QUARTERLY DATA (Dollars in thousands, except per share data) 2019 Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income Noninterest expense Income before income taxes Income tax expense Net income Preferred stock dividends Net income applicable to common shareholders Earnings per common share (1): Basic Diluted Cash dividends declared per common share 2018 Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income Noninterest expense Income before income taxes Income tax expense Net income Preferred stock dividends Net income applicable to common shareholders Earnings per common share (1): Basic Diluted Cash dividends declared per common share Fourth Quarter Third Quarter Second Quarter First Quarter $ $ $ $ $ $ $ $ $ $ 42,179 9,006 33,173 2,653 30,520 9,667 26,768 13,419 312 13,107 365 12,742 0.80 0.79 $ $ $ $ 42,459 9,976 32,483 1,844 30,639 12,361 25,886 17,114 4,281 12,833 365 12,468 0.78 0.78 $ $ $ $ 42,648 10,184 32,464 2,354 30,110 9,233 25,003 14,340 2,939 11,401 366 11,035 0.69 0.69 $ $ $ $ 0.25 $ 0.25 $ 0.25 $ 41,125 9,096 32,029 3,884 28,145 9,348 27,803 9,690 2,199 7,491 365 7,126 0.45 0.45 $ $ $ $ 39,117 8,214 30,903 2,061 28,842 9,816 25,521 13,137 2,560 10,577 365 10,212 0.64 0.64 $ $ $ $ 37,013 6,783 30,230 40 30,190 8,407 23,448 15,149 2,979 12,170 366 11,804 0.74 0.74 $ $ $ $ 0.24 $ 0.24 $ 0.24 $ 41,514 9,722 31,792 1,193 30,599 9,120 25,171 14,548 3,027 11,521 365 11,156 0.70 0.70 0.25 35,477 5,775 29,702 2,949 26,753 8,907 24,104 11,556 2,268 9,288 365 8,923 0.56 0.56 0.24 (1) Earnings per share data is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per common share amounts may not equal the total for the year. - 35 - 2019 FOURTH QUARTER RESULTS Net income was $13.1 million for the fourth quarter of 2019 compared with $7.5 million for the fourth quarter of 2018. Results for the fourth quarter of 2019 were positively impacted by a reduction in income tax expense of approximately $2.7 million for federal and state tax benefits related to tax credit investments placed in service. Results for the fourth quarter of 2018 were negatively impacted by a $2.4 million non-cash goodwill impairment charge related to the 2014 acquisition of SDN and $667 thousand of non-recurring expense incurred in connection with employee retirements and severance. After preferred dividends, net income available to common shareholders for the fourth quarter of 2019 was $12.7 million or $0.79 per diluted share, compared to $7.1 million or $0.45 per share in the fourth quarter of 2018. Net interest income was $33.2 million for the fourth quarter of 2019 compared with $32.0 million for the fourth quarter of 2018. The increase was primarily related to a change in interest-earning asset mix as loans became a larger percentage of the overall earning asset portfolio. The provision for loan losses was $2.7 million for the fourth quarter of 2019 compared with $3.9 million for the fourth quarter of 2018. Net charge-offs for the fourth quarter of 2019 were $3.9 million, or 0.48% annualized, of average loans, compared to $3.9 million, or 0.51% annualized, of average loans in the fourth quarter of 2018. Noninterest income was $9.7 million for the fourth quarter of 2019 compared to $9.3 million in the fourth quarter of 2018. Noninterest expense was $26.8 million for the fourth quarter of 2019 compared to $27.8 million in the fourth quarter of 2018. The decrease was primarily due to the recognition of a $2.4 million non-cash goodwill impairment charge related to SDN in 2018 and a decrease in FDIC assessments in 2019, partially offset by an increase in professional services expense in 2019 related to our future improvements initiative. Income tax expense was $312 thousand in the fourth quarter of 2019, representing an effective tax rate of 2.3%, compared to $2.2 million in the fourth quarter of 2018, representing an effective tax rate of 22.7%. The fourth quarter of 2019 effective tax rate was positively impacted by tax credit investments placed in service, resulting in an income tax expense reduction of approximately $2.7 million. Fourth quarter of 2018 effective tax rate was negatively impacted by the SDN goodwill impairment charge, which is not a tax-deductible expense. Effective tax rates are impacted by items of income and expense that are not subject to federal or state taxation. In addition to the factors described above, our effective tax rates differ from statutory rates primarily because of interest income from tax-exempt securities and earnings on company owned life insurance. - 36 - ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion and analysis of our financial position and results of operations and should be read in conjunction with the information set forth under Part I, Item 1A, “Risks Factors,” and our consolidated financial statements and notes thereto appearing under Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. INTRODUCTION Financial Institutions, Inc. (the “Parent” and together with all its subsidiaries, “we,” “our,” or “us”), is a financial holding company lending, and other financial services to individuals, headquartered in New York State. We offer a broad array of deposit, municipalities and businesses in Western and Central New York through our wholly-owned New York-chartered banking subsidiary, Five Star Bank (the “Bank”). Our indirect lending network includes relationships with franchised automobile dealers in Western and Central New York, the Capital District of New York and Northern and Central Pennsylvania. We offer insurance services through our wholly-owned subsidiary, SDN Insurance Agency, LLC (“SDN”), a full-service insurance agency. In addition, we offer customized investment advice, wealth management, investment consulting and retirement plan services through our wholly-owned subsidiaries Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), SEC-registered investment advisory and wealth management firms. Our primary sources of revenue are net interest income (interest earned on our loans and securities, net of interest paid on deposits and other funding sources) and noninterest income, particularly fees and other revenue from insurance, investment advisory and financial services provided to customers or ancillary services tied to loans and deposits. Business volumes and pricing drive revenue potential, and tend to be influenced by overall economic factors, including market interest rates, business spending, consumer confidence, economic growth, and competitive conditions within the marketplace. We are not able to predict market interest rate fluctuations with certainty and our asset/liability management strategy may not prevent interest rate changes from having a material adverse effect on our results of operations and financial condition. EXECUTIVE OVERVIEW 2019 Financial Performance Review Net income increased $9.3 million, or 24%, to $48.9 million for 2019, compared to $39.5 million for 2018. This resulted in a 1.14% return on average assets and a 11.61% return on average equity. Net income available to common shareholders was $47.4 million or $2.96 per diluted share for 2019, compared to $38.1 million or $2.39 per diluted share for 2018. We declared cash dividends of $1.00 per common share during 2019, an increase of $0.04 per common share or 4% compared to the prior year. Fully-taxable equivalent net interest income was $131.0 million in 2019, an increase of $6.8 million, or 6%, compared to 2018. The increase was the result of an $81.9 million, or 2% increase in average interest-earning assets combined with a ten-basis point increase in the net interest margin, to 3.28%. The provision for loan losses decreased $890 thousand, or 10%, from 2018 as our allowance for loan losses reflects the release of reserves due to favorable asset quality trends and qualitative factors. Net charge-offs increased $1.8 million from the prior year to $11.5 million in 2019. Net charge-offs were an annualized 0.37% of average loans in the current year compared to 0.33% in 2018. In addition, non-performing loans increased $1.5 million to $8.6 million compared to a year ago, and represented 0.27% of total loans in 2019. Noninterest income totaled $40.4 million for the full year 2019, an increase of $3.9 million or 11% when compared to the prior year. The increase is primarily attributed to increases in net gain on investment securities, income from derivatives instruments, net, investment advisory fees, and ATM and debit card income. The Company took advantage of a market opportunity and sold $65.4 million of investment securities during the third quarter of 2019, generating a net gain of $1.6 million. These proceeds of $65.4 million were reinvested into investment securities with intermediate durations. Income from derivative instruments of $2.3 million was recognized in 2019 driven by significantly higher volume of new interest rate swap transactions. Income from derivative instruments, net primarily consists of income associated with interest rate swap products offered to commercial loan customers and is based on the number and value of transactions executed. Investment advisory income increased $1.1 million to $9.2 million during the current year as a result of the combination of strong equity market returns domestically and internationally, the full year impact of the June 1, 2018 acquisition of HNP Capital and new business development. The increase in ATM and debit card income was driven by an increase in consumer debit card activity. In addition, income from investments in limited partnerships decreased to $352 thousand in 2019 from $1.2 million in the prior year. Income from these investments fluctuates based on the maturity and performance of the underlying investments. Noninterest expense for the full year 2019 totaled $102.8 million, a $2.0 million increase compared to $100.9 million in the prior year. Salaries and benefits expense increased $1.7 million year-over-year, primarily as a result of higher salaries, incentives and pension expense, partially offset by a decrease in severance payments. Also contributing to the increase were higher professional services expense, occupancy and equipment expense, as well as other expense, partially offset by a decrease in FDIC assessments and a $2.4 - 37 - MANAGEMENT’S DISCUSSION AND ANALYSIS million goodwill impairment charge related to SDN recognized in the fourth quarter of 2018. No impairment charges were recognized in 2019. Income tax expense for the year was $10.6 million, representing an effective tax rate of 17.8% compared to an effective tax rate of 20.2% in 2018. Effective tax rates are impacted by items of income and expense not subject to federal or state taxation. The Company’s effective tax rates differ from statutory rates primarily because of interest income from tax-exempt securities, earnings on company owned life insurance, non-cash goodwill impairment charges related to SDN, tax credit investments placed in service and the impact of the Tax Cuts and Jobs Act (the “TCJ Act”) signed into law in December 2017. Total assets were $4.38 billion at December 31, 2019, up $72.5 million from $4.31 billion at December 31, 2018. Investment securities were $776.9 million at December 31, 2019 down $115.3 million from December 31, 2018. The decrease from year-end 2018 was primarily the result of the redeployment of assets from investment securities into loans to improve our earning asset mix. Total loans were $3.22 billion at December 31, 2019, up $134.4 million, or 4%, from December 31, 2018. • • • • Commercial mortgage loans totaled $1.11 billion, an increase of $148.1 million, or 16%, from December 31, 2018. Commercial business loans totaled $572.0 million, an increase of $14.2 million, or 3%, from December 31, 2018. Residential real estate loans totaled $572.4 million, an increase of $48.2 million, or 9%, from December 31, 2018. Consumer indirect loans totaled $850.1 million, a decrease of $69.9 million, or 8%, from December 31, 2018. Total deposits were $3.56 billion at December 31, 2019, an increase of $188.8 million from December 31, 2018, which was primarily due to increases in the non-public (excluding certificates of deposits), public, brokered and reciprocal deposit portfolios. Short-term borrowings were $275.5 million at December 31, 2019, a decrease of $194.0 million from December 31, 2018. Shareholders’ equity was $438.9 million at December 31, 2019, compared to $396.3 million at December 31, 2018. Common book value per share was $26.35 at December 31, 2019, an increase of $2.56 or 11% from $23.79 at December 31, 2018. The increase in shareholders’ equity as compared to December 31, 2018, is attributable to net income less dividends paid, net of the change in accumulated other comprehensive income (loss). The Company’s leverage ratio was 9.00% at December 31, 2019 compared to 8.16% at December 31, 2018. The Bank’s leverage ratio and total risk-based capital ratio were 9.67% and 12.47%, respectively, at December 31, 2019, compared to 8.86% and 12.10%, respectively at December 31, 2018. RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2019 AND DECEMBER 31, 2018 Net Interest Income and Net Interest Margin Net interest income is our primary source of revenue, comprising 76% of revenue during the year ended December 31, 2019. Net interest income is the difference between interest income on interest-earning assets, such as loans and investment securities, and interest expense on interest-bearing deposits and other borrowings used to fund interest-earning and other assets or activities. Net interest income is affected by changes in interest rates and by the amount and composition of earning assets and interest-bearing liabilities, as well as the sensitivity of the balance sheet to changes in interest rates, including characteristics such as the fixed or variable nature of the financial instruments, contractual maturities and repricing frequencies. We use interest rate spread and net interest margin to measure and explain changes in net interest income. Interest rate spread is the difference between the yield on earning assets and the rate paid for interest-bearing liabilities that fund those assets. The net interest margin is expressed as the percentage of net interest income to average earning assets. The net interest margin exceeds the interest rate spread because noninterest-bearing sources of funds (“net free funds”), principally noninterest-bearing demand deposits and shareholders’ equity, also support earning assets. To compare tax-exempt asset yields to taxable yields, the yield on tax-exempt investment securities is computed on a taxable equivalent basis. Net interest income, interest rate spread, and net interest margin are discussed on a taxable equivalent basis. The Federal Reserve influences the general market rates of interest, which impacts the deposit and loan rates offered by many financial institutions. The intended federal funds rate, which is the cost of immediately available overnight funds, was decreased by 25 basis points in each of August, September and October 2019, resulting in a range of 1.50% to 1.75% at year-end 2019. The Federal Reserve had previously increased the intended federal funds rate by 25 basis points in each of March, June, September and December 2018, resulting in a range of 2.25% to 2.50% at year-end 2018 and by 25 basis points in each of March, June and December 2017, resulting in a range of 1.25% to 1.50% at year-end 2017. Our loan portfolio is significantly affected by changes in the prime interest rate and changes in the prime interest rate generally follow changes in the federal funds rate. The prime interest rate, which is the rate - 38 - MANAGEMENT’S DISCUSSION AND ANALYSIS offered on loans to borrowers with strong credit, decreased to 4.75% in December 2019, reflecting the three 25 basis point decreases in 2019, after the previous four 25 basis point increases in 2018 to 5.50% and three 25 basis point increases to 4.50% in December 2017. The following table reconciles interest income per the consolidated statements of income to interest income adjusted to a fully taxable equivalent basis for the years ended December 31 (in thousands): Interest income per consolidated statements of income Adjustment to fully taxable equivalent basis (1) Interest income adjusted to a fully taxable equivalent basis Interest expense per consolidated statements of income Net interest income on a taxable equivalent basis 2019 2018 2017 $ $ 168,800 1,103 169,903 38,888 131,015 $ $ 152,732 1,353 154,085 29,868 124,217 $ $ 130,110 3,160 133,270 17,495 115,775 (1) Adjustment calculated on a tax equivalent basis assuming a Federal tax rate of 21%, 21% and 35% for the years ended December 31, 2019, 2018 and 2017, respectively. Analysis of Net Interest Income and Net Interest Margin Net interest income on a taxable equivalent basis for 2019, was $131.0 million, an increase of $6.8 million compared to $124.2 million for 2018. The increase in net interest income was due primarily to an increase in average loans of $246.6 million or 9% compared to 2018, partially offset by a decrease in investment securities of $161.8 million or 16% compared to 2018. The decrease in investment securities is primarily the result of the redeployment of assets from investment securities into loans to improve our earning asset mix. Our net interest margin for 2019 was 3.28%, ten basis points higher than 3.18% from the prior year. This increase was a function of a six-basis point higher contribution from net free funds and a four-basis point increase in the interest rate spread. The higher interest rate spread was a net result of a 32-basis point increase in the yield on average interest-earning assets and a 28-basis point increase in the cost of interest-bearing liabilities. For the year ended December 31, 2019, the yield on average earning interest-assets of 4.26% was 32-basis points higher than 2018. Loan yields increased 26-basis points during 2019 to 4.77%. The yield on investment securities increased 6-basis points during 2019 to 2.39%. Overall, the interest-earning asset rate changes increased interest income by $7.6 million during 2019 and a favorable volume variance increased interest income by $8.2 million, which collectively drove a $15.8 million increase in interest income. Average interest-earning assets were $3.99 billion for 2019 compared to $3.91 billion for 2018, an increase of $81.9 million or 2%, with average loans up $246.6 million from $2.90 billion to $3.14 billion and average securities down $161.8 million from $984.6 million to $822.7 million. The growth in average loans reflected increases in the commercial loans and residential real estate loans categories. Commercial loans, in particular, were up $216.1 million from $1.38 billion to $1.60 billion or 16% from 2018. Residential real estate loans were up $55.3 million, partially offset by decreases of $19.6 million in consumer loans and $5.2 million in residential real estate lines. Loans comprised 78.8% of average interest-earning assets during 2019 compared to 74.2% during 2018. Loans generally have significantly higher yields compared to securities and federal funds sold and interest-bearing deposits and, as such, have a more positive effect on the net interest margin. The yield on average loans was 4.77% for 2019, an increase of 26-basis points compared to 4.51% for 2018. The increase in the volume of average loans resulted in a $12.1 million increase in interest income, in addition to a $7.1 million increase due to the favorable rate variance. Securities comprised 20.6% of average interest-earning assets in 2019 compared to 25.2% in 2018. The taxable equivalent yield on average securities was 2.39% in 2019 compared to 2.33% in 2018. The decrease in the volume of average securities resulted in a $3.9 million decrease in interest income, partially offset by a $533 thousand increase due to the favorable rate variance. For the year ended December 31, 2019, the cost of average interest-bearing liabilities of 1.26% was 28 basis points higher than 2018. The cost of average interest-bearing deposits increased 31 basis points to 1.04%, the cost of short-term borrowings increased 45 basis points to 2.56% and the cost of long-term borrowings decreased one basis point to 6.30%. Overall, interest-bearing liability rate and volume increases resulted in $9.0 million of higher interest expense. Average interest-bearing liabilities of $3.09 billion in 2019 were $42.6 million or 1% higher than 2018. On average, interest-bearing deposits grew $127.3 million, while noninterest-bearing demand deposits (a principal component of net free funds) were up $8.0 million. The increase in average deposits was due to successful business development efforts in retail banking, growth in the brokered deposit portfolio and an increase in deposits from our CDARS and ICS programs. For further discussion of the CDARS and ICS programs, refer to the “Funding Activities – Deposits” section of this Management’s Discussion and Analysis. Overall, interest- bearing deposit rate and volume changes resulted in $9.4 million of higher interest expense during 2019. Average short-term and long- - 39 - MANAGEMENT’S DISCUSSION AND ANALYSIS term borrowings were $349.1 million in 2019, $84.7 million lower than in 2018. Overall, short- and long-term borrowing rate and volume changes resulted in $419 thousand of lower interest expense during 2019. The following tables present, for the periods indicated, information regarding: (i) the average balance sheet; (ii) the amount of interest income from interest-earning assets and the resulting annualized yields (tax-exempt yields have been adjusted to a tax-equivalent basis using the applicable Federal tax rate in each year); (iii) the amount of interest expense on interest-bearing liabilities and the resulting annualized rates; (iv) net interest income; (v) net interest rate spread; (vi) net interest income as a percentage of average interest- earning assets (“net interest margin”); and (vii) the ratio of average interest-earning assets to average interest-bearing liabilities. Investment securities are at amortized cost for both held to maturity and available for sale securities. Loans include net unearned income, net deferred loan fees and costs and non-accruing loans. Dollar amounts are shown in thousands. Interest-earning assets: Federal funds sold and other interest-earning deposits Investment securities: Taxable Tax-exempt Total investment securities Loans: Commercial business Commercial mortgage Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total loans Total interest-earning assets Less: Allowance for loan losses Other noninterest-earning assets Total assets Interest-bearing liabilities: Deposits: Interest-bearing demand Savings and money market Time deposits Total interest-bearing deposits Short-term borrowings Long-term borrowings Total borrowings Total interest-bearing liabilities Noninterest-bearing demand deposits Other noninterest-bearing liabilities Shareholders’ equity Total liabilities and shareholders’ equity Net interest income (tax-equivalent) Interest rate spread Net earning assets Net interest margin (tax-equivalent) Ratio of average interest-earning assets to average interest-bearing liabilities Average Balance 2019 Interest Years ended December 31, 2018 Average Rate Average Balance Interest Average Rate Average Balance 2017 Interest Average Rate $ 22,023 $ 395 1.80% $ 24,906 $ 428 1.72 % $ 7,060 $ 73 1.04 % 610,251 212,493 822,744 569,941 1,021,220 547,505 107,654 882,056 16,047 3,144,423 3,989,190 (34,143 ) 330,778 $4,285,825 $ 655,534 983,447 1,098,440 2,737,421 309,893 39,235 349,128 3,086,549 721,133 57,126 421,017 $4,285,825 $ 902,641 14,382 5,253 19,635 29,630 52,514 20,995 5,508 39,235 1,991 149,873 169,903 1,372 4,365 22,757 28,494 7,923 2,471 10,394 38,888 16,510 6,444 22,954 24,836 43,580 18,645 5,320 36,268 2,054 130,703 154,085 1,067 2,887 15,101 19,055 8,342 2,471 10,813 29,868 2.36 2.47 2.39 5.20 5.14 3.83 5.12 4.45 12.41 4.77 4.26 0.21 0.44 2.07 1.04 2.56 6.30 2.98 1.26 724,944 259,609 984,553 498,552 876,484 492,165 112,872 901,066 16,682 2,897,821 3,907,280 (35,312 ) 300,004 $4,171,972 $ 665,255 1,008,665 936,157 2,610,077 394,679 39,165 433,844 3,043,921 713,152 26,548 388,351 $4,171,972 2.28 2.48 2.33 4.98 4.97 3.79 4.71 4.03 12.31 4.51 3.94 0.16 0.29 1.61 0.73 2.11 6.31 2.49 0.98 788,923 297,377 1,086,300 396,319 727,849 438,586 118,797 819,598 17,111 2,518,260 3,611,620 (32,821) 317,272 $3,896,071 $ 638,295 1,033,836 801,394 2,473,525 338,392 39,094 377,486 2,851,011 674,884 21,656 348,520 $3,896,071 17,886 9,029 26,915 17,400 34,019 16,409 4,838 31,551 2,065 106,282 133,270 897 1,487 8,709 11,093 3,931 2,471 6,402 17,495 2.27 3.04 2.48 4.39 4.67 3.74 4.07 3.85 12.07 4.22 3.69 0.14 0.14 1.09 0.45 1.16 6.32 1.70 0.61 $ 131,015 $ 124,217 $ 115,775 3.00% 3.28% $ 863,359 2.96 % 3.18 % $ 760,609 3.08 % 3.21 % 129.24 % 128.36 % 126.68% The net interest spread, as well as the net interest margin, will be impacted by future changes in short-term and long-term interest rate levels, as well as the impact from the competitive environment. A discussion of the effects of changing interest rates on net interest income is set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” included elsewhere in this report. - 40 - MANAGEMENT’S DISCUSSION AND ANALYSIS Rate /Volume Analysis The following table presents, on a tax-equivalent basis, the relative contribution of changes in volumes and changes in rates to changes in net interest income for the periods indicated. The change in interest income or interest expense not solely due to changes in volume or rate has been allocated in proportion to the absolute dollar amounts of the change in each (in thousands): Increase (decrease) in: Interest income: Federal funds sold and interest-earning deposits Investment securities: Taxable Tax-exempt Total investment securities Loans: Commercial business Commercial mortgage Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total loans Total interest income Interest expense: Deposits: Interest-bearing demand Savings and money market Time deposits Total interest-bearing deposits Short-term borrowings Long-term borrowings Total borrowings Total interest expense Net interest income Provision for Loan Losses Change from 2018 to 2019 Rate Total Volume Change from 2017 to 2018 Rate Total Volume $ (51) $ 18 $ (33) $ 282 $ 73 $ 355 (2,687) (1,165) (3,852) 3,675 7,401 2,119 (253) (779) (79) 12,084 8,181 (16) (74) 2,900 2,810 (1,982) 4 (1,978) 832 7,349 $ 559 (26) 533 1,119 1,533 231 441 3,746 16 7,086 7,637 (2,128) (1,191) (3,319) 4,794 8,934 2,350 188 2,967 (63) 19,170 15,818 321 1,552 4,756 6,629 1,563 (4) 1,559 8,188 (551) $ 305 1,478 7,656 9,439 (419) - (419) 9,020 6,798 $ $ (1,457) (1,061) (2,518) 4,885 7,285 2,028 (250) 3,234 (53) 17,129 14,893 39 (37) 1,648 1,650 744 4 748 2,398 12,495 81 (1,524) (1,443) 2,551 2,276 208 732 1,483 42 7,292 5,922 (1,376) (2,585) (3,961) 7,436 9,561 2,236 482 4,717 (11) 24,421 20,815 131 1,437 4,744 6,312 3,667 (4) 3,663 9,975 (4,053) $ 170 1,400 6,392 7,962 4,411 - 4,411 12,373 8,442 $ The provision for loan losses was $8.0 million for the year ended December 31, 2019 compared with $8.9 million for 2018. The provision for loan losses varies based primarily on loan growth, net charge-offs, collateral values associated with impaired loans and qualitative factors. See the “Allowance for Loan Losses” and “Non-Performing Assets and Potential Problem Loans” sections of this Management’s Discussion and Analysis for further discussion. - 41 - MANAGEMENT’S DISCUSSION AND ANALYSIS Noninterest Income The following table summarizes our noninterest income for the years ended December 31 (in thousands): Service charges on deposits Insurance income ATM and debit card Investment advisory Company owned life insurance Investments in limited partnerships Loan servicing Income from derivative instruments, net Net gain on sale of loans held for sale Net (loss) gain on investment securities Net gain on other assets Net loss on tax credit investments Contingent consideration liability adjustment Other Total noninterest income 2019 2018 2017 $ $ 7,241 4,570 6,779 9,187 1,758 352 432 2,274 1,352 1,677 29 (528) - 5,258 40,381 $ $ 7,120 4,930 6,152 8,123 1,793 1,203 441 972 796 (127) 50 - - 5,025 36,478 $ $ 7,391 5,266 5,721 6,104 1,781 110 439 131 376 1,260 37 - 1,200 4,914 34,730 Insurance income decreased $360 thousand, or 7%, to $4.6 million in 2019, compared to $4.9 million in 2018. The decrease was primarily due to higher contingent and transaction revenue in the prior year as well as the loss of commercial accounts. ATM and debit card income increased $627 thousand, or 10%, to $6.8 million in 2019, compared to $6.2 million in 2018. The increase was primarily due to an increase in consumer debit card activity. Investment advisory income increased $1.1 million, or 13%, to $9.2 million in 2019, compared to $8.1 million in 2018. The increase was the result of strong equity market returns domestically and internationally, the full year impact of the June 1, 2018 acquisition of HNP Capital and new business development in 2019. Income from investments in limited partnerships decreased $851 thousand, or 71%, to $352 thousand in 2019, compared to $1.2 million in 2018. We have made investments in limited partnerships, primarily small business investment companies, and account for these investments under the equity method. The income from these equity method investments fluctuate based on the maturity and performance of the underlying investments. Income from derivative instruments, net increased $1.3 million to $2.3 million in 2019, compared to $972 thousand in 2018, reflecting an increase in the number of interest rate swap transactions executed. Net gain on sale of loans held for sale increased $556 thousand, or 70%, to $1.4 million in 2019 compared to $796 thousand in 2018. The income from the sale of loans held for sale fluctuates based on the timing of loan and sale closings. Net gain on investment securities was $1.7 million in 2019 compared to a net loss of $127 thousand in 2018. The Company took advantage of a market opportunity in the third quarter of 2019 and sold $65.4 million of investment securities, generating a net gain of $1.6 million from the sale of ten agency securities and nine mortgage-backed securities. These proceeds of $65.4 million were reinvested into investment securities with intermediate durations. During 2019, we recognized net gains on investment securities totaling $1.7 million from the sale of 29 agency securities and 47 mortgage-backed securities. During 2018, we recognized net losses on investment securities totaling $127 thousand from the sale of seven agency securities and 21 mortgage-backed securities. The amount and timing of our sale of investment securities is dependent on several factors, including our prudent efforts to realize gains while managing duration, premium and credit risk. A net loss on tax credit investments of $528 thousand was recognized in 2019 related to tax credit investments placed in service in the fourth quarter of 2019. This loss includes the amortization of the tax credit investments, partially offset by refundable New York investment tax credits. - 42 - MANAGEMENT’S DISCUSSION AND ANALYSIS Noninterest Expense The following table summarizes our noninterest expense for the years ended December 31 (in thousands): Salaries and employee benefits Occupancy and equipment Professional services Computer and data processing Supplies and postage FDIC assessments Advertising and promotions Amortization of intangibles Goodwill impairment Other Total noninterest expense 2019 2018 2017 $ $ 56,330 18,266 5,424 5,269 2,036 1,005 3,577 1,250 - 9,671 102,828 $ $ 54,643 17,338 3,912 5,122 2,032 1,975 3,582 1,257 2,350 8,665 100,876 $ $ 48,675 16,293 4,083 4,935 2,003 1,817 2,171 1,170 1,575 7,791 90,513 Salaries and employee benefits expense increased $1.7 million, or 3%, to $56.3 million in 2019, compared to $54.6 million in 2018. The increase was primarily due to higher salaries, incentives and pension expense, partially offset by a decrease in severance payments. Occupancy and equipment increased $928 thousand, or 5%, to $18.3 million in 2019, compared to $17.3 million in 2018, primarily due to investments in software and facilities. Professional services expense increased $1.5 million, or 39%, to $5.4 million in 2019, compared to $3.9 million in 2018. The increase was primarily due to the timing of fees for consulting and advisory projects. FDIC assessments decreased $970 thousand, or 49%, to $1.0 million in 2019, compared to $2.0 million in 2018. In 2018, the FDIC minimum reserve ratio of 1.35% of estimated insured deposits was exceeded, resulting in credits to institutions for assessments that contributed to growth in the reserve ratio. Credits are applicable to regular assessments for quarters in which the reserve ratio is at least 1.38%. The Bank received credits against its regular assessment of $439 thousand and $482 thousand in the fourth and third quarters of 2019, respectively. A credit of $70 thousand is available for future periods. A $2.4 million non-cash goodwill impairment charge related to the acquisition of SDN was recognized in the fourth quarter of 2018. No impairment charges were recognized in 2019. The efficiency ratio for the year ended December 31, 2019 was 60.59% compared with 62.73% for 2018. The lower efficiency ratio is a result of the higher net interest income associated with our organic growth initiatives. The efficiency ratio is calculated by dividing total noninterest expense by net revenue, defined as the sum of tax-equivalent net interest income and noninterest income before net gains on investment securities. An increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease indicates a more efficient allocation of resources. The efficiency ratio, a banking industry financial measure, is not required by GAAP. However, the efficiency ratio is used by management in its assessment of financial performance specifically as it relates to noninterest expense control. Management also believes such information is useful to investors in evaluating Company performance. Income Taxes We recorded income tax expense of $10.6 million for 2019, compared to $10.0 million for 2018. As a result of the TCJ Act signed into law in December 2017, the Company estimated tax benefits and recorded a provisional amount in the Company’s consolidated statement of income for the year ended December 31, 2017. The Company made an adjustment to the provisional amount included in its consolidated financial statements for the year ended December 31, 2017, resulting in an expense of approximately $600 thousand recorded in the third quarter of 2019. In the fourth quarter of 2019, The Company placed tax credit investments in service resulting in a $2.7 million reduction in income tax expense and a $528 thousand net loss recorded in noninterest income. Our effective tax rate was 17.8% for 2019 compared to 20.2% for 2018. Effective tax rates are typically impacted by items of income and expense that are not subject to federal or state taxation. Our effective tax rates reflect the impact of these items, which include, but are not limited to, interest income from tax-exempt securities and earnings on company owned life insurance. In addition, our effective tax rate for 2019 and 2018 reflects the New York State tax benefit generated by our real estate investment trust. - 43 - MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2018 AND DECEMBER 31, 2017 A discussion regarding our financial condition and results of operations for the year ended December 31, 2017 and year-to-year comparisons between 2018 and 2017, which are not included in this Form 10-K, can be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and are incorporated by reference herein. ANALYSIS OF FINANCIAL CONDITION OVERVIEW At December 31, 2019, we had total assets of $4.38 billion, an increase of 2% from $4.31 billion as of December 31, 2018, largely attributable to organic loan growth. Net loans were $3.19 billion as of December 31, 2019, up $137.8 million or 5%, when compared to $3.05 billion as of December 31, 2018. The increase in net loans was primarily attributable to organic growth in the commercial and residential real estate loans. Non-performing assets totaled $9.1 million as of December 31, 2019, up $1.7 million from a year ago. Total deposits amounted to $3.56 billion as of December 31, 2019, up $188.8 million or 6%, compared to December 31, 2018. As of December 31, 2019, borrowed funds totaled $314.8 million, compared to $508.7 million as of December 31, 2018. Common book value per common share was $26.35 and $23.79 as of December 31, 2019 and 2018, respectively. As of December 31, 2019, our total shareholders’ equity was $438.9 million compared to $396.3 million a year earlier. INVESTING ACTIVITIES The following table summarizes the composition of our available for sale and held to maturity securities portfolios (in thousands). Securities available for sale: U.S. Government agency and government-sponsored enterprise securities Mortgage-backed securities: Agency mortgage-backed securities Non-Agency mortgage-backed securities Asset-backed securities Total available for sale securities Securities held to maturity: State and political subdivisions Mortgage-backed securities Total held to maturity securities Total investment securities Investment Securities Portfolio Composition At December 31, 2018 2017 2019 Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value $ 26,440 $ 26,877 $ 155,102 $ 152,028 $ 163,025 $ 161,889 389,412 - - 415,852 390,422 618 - 417,917 300,480 - - 455,582 292,882 767 - 445,677 365,433 - - 528,458 362,108 976 - 524,973 192,215 166,785 359,000 $ 774,852 196,018 167,241 363,259 $ 781,176 234,845 211,736 446,581 $ 902,163 234,510 205,071 439,581 $ 885,258 283,557 232,909 516,466 $1,044,924 285,212 227,771 512,983 $1,037,956 Our investment policy is contained within our overall Asset-Liability Management and Investment Policy. This policy dictates that investment decisions will be made based on the safety of the investment, liquidity requirements, potential returns, cash flow targets, need for collateral and desired risk parameters. In pursuing these objectives, we consider the ability of an investment to provide earnings consistent with factors of quality, maturity, marketability, pledgeable nature and risk diversification. Our Chief Financial Officer and Corporate Treasurer, guided by ALCO, are responsible for investment portfolio decisions within the established policies. Our available for sale (“AFS”) investment securities portfolio decreased $27.8 million from $445.7 million at December 31, 2018 to $417.9 million at December 31, 2019. Our AFS portfolio had a net unrealized gain totaling $2.1 million at December 31, 2019 compared to a net unrealized loss of $9.9 million at December 31, 2018. The fair value of most of the investment securities in the AFS portfolio fluctuate as market interest rates change. - 44 - MANAGEMENT’S DISCUSSION AND ANALYSIS Impairment Assessment We review investment securities on an ongoing basis for the presence of other-than-temporary impairment (“OTTI”) with formal reviews performed quarterly. Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses or the security is intended to be sold or will be required to be sold. The amount of the impairment related to non-credit related factors for available for sale securities is recognized in other comprehensive income. Evaluating whether the impairment of a debt security is other than temporary involves assessing i.) the intent to sell the debt security or ii.) the likelihood of being required to sell the security before the recovery of its amortized cost basis. In determining whether the OTTI includes a credit loss, we use our best estimate of the present value of cash flows expected to be collected from the debt security considering factors such as: a.) the length of time and the extent to which the fair value has been less than the amortized cost basis, b.) adverse conditions specifically related to the security, an industry, or a geographic area, c.) the historical and implied volatility of the fair value of the security, d.) the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future, e.) failure of the issuer of the security to make scheduled interest or principal payments, f.) any changes to the rating of the security by a rating agency, and g.) recoveries or additional declines in fair value subsequent to the balance sheet date. The assessment of whether OTTI exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. There were no securities deemed to be OTTI during the twelve months ended December 31, 2019 and 2018. As of December 31, 2019, we do not have the intent to sell any of our securities in a loss position and we believe that it is not likely that we will be required to sell any such securities before the anticipated recovery of amortized cost. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the bonds approach their maturity date, repricing date or if market yields for such investments decline. We do not believe any of the securities in a loss position are impaired due to reasons of credit quality. Accordingly, as of December 31, 2019, we concluded that unrealized losses on our investment securities are temporary and no further impairment loss has been realized in our consolidated statements of income. The following discussion provides further details of our assessment of the securities portfolio by investment category. U.S. Government Agencies and Government Sponsored Enterprises (“GSE”). As of December 31, 2019, there were no securities in an unrealized loss position in the U.S. Government agencies and GSE portfolio. State and Political Subdivisions. As of December 31, 2019, the state and political subdivisions, i.e. municipal securities, portfolio totaled $192.2 million, all of which was classified as held to maturity (“HTM”). As of that date, there were no securities in an unrealized loss position in the municipal securities portfolio. Agency Mortgage-backed Securities. With the exception of the non-Agency mortgage-backed securities (“non-Agency MBS”) discussed below, all of the mortgage-backed securities held by us as of December 31, 2019, were issued by U.S. Government sponsored entities and agencies (“Agency MBS”), primarily FNMA and FHLMC. The contractual cash flows of our Agency MBS are guaranteed by FNMA, FHLMC or GNMA. The GNMA mortgage-backed securities are backed by the full faith and credit of the U.S. Government. As of December 31, 2019, there were 37 securities in the AFS Agency MBS portfolio that were in an unrealized loss position with unrealized losses totaling $1.6 million. Of these, eight were in an unrealized loss position for 12 months or longer and had an aggregate fair value of $16.6 million and unrealized losses of $264 thousand. As of December 31, 2019, there were 54 securities in the HTM Agency MBS portfolio that were in an unrealized loss position totaling $623 thousand. Of these, 26 were in an unrealized loss position for 12 months or longer and had an aggregate fair value of $30.6 million and unrealized losses of $395 thousand. Given the high credit quality inherent in Agency MBS, we do not consider any of the unrealized losses as of December 31, 2019 on such Agency MBS to be credit related or other-than-temporary. As of December 31, 2019, we did not intend to sell any Agency MBS that were in an unrealized loss position, all of which were performing in accordance with their terms. Non-Agency Mortgage-backed Securities. Our non-Agency MBS portfolio consists of positions in one privately issued whole loan collateralized mortgage obligations with a fair value and net unrealized gain of $618 thousand as of December 31, 2019. As of that date, the one non-Agency MBS was rated below investment grade. This security was not in an unrealized loss position. Other Investments. As a member of the FHLB, the Bank is required to hold FHLB stock. The amount of required FHLB stock is based on the Bank’s asset size and the amount of borrowings from the FHLB. We have assessed the ultimate recoverability of our FHLB stock and believe that no impairment currently exists. As a member of the FRB system, we are required to maintain a specified investment in FRB stock based on a ratio relative to our capital. At December 31, 2019, our ownership of FHLB and FRB stock totaled $14.6 million and $6.1 million, respectively, and is included in other assets and recorded at cost, which approximates fair value. - 45 - MANAGEMENT’S DISCUSSION AND ANALYSIS LENDING ACTIVITIES Total loans were $3.22 billion at December 31, 2019, an increase of $134.4 million or 4% from December 31, 2018. Commercial loans increased $162.3 million and represented 52.1% of total loans at the end of 2019. Consumer loans decreased $27.9 million to represent 47.9% of total loans at December 31, 2019. The composition of our loan portfolio, excluding loans held for sale and including net unearned income and net deferred fees and costs, is summarized as follows (in thousands): 2019 2018 Loan Portfolio Composition At December 31, 2017 2016 2015 Commercial business Commercial mortgage Total commercial Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total consumer Total loans Less: Allowance for loan losses Total loans, net Amount $ 572,040 1,106,283 1,678,323 572,350 104,118 850,052 16,144 1,542,664 3,220,987 30,482 $3,190,505 Percent Amount Percent Amount Percent Amount Percent Amount Percent 17.8% $ 557,861 958,194 34.3 1,516,055 52.1 524,155 17.8 109,718 3.2 919,917 26.4 16,753 0.5 47.9 1,570,543 100.0% 3,086,598 33,914 $3,052,684 18.1% $ 450,326 808,908 31.0 1,259,234 49.1 465,283 17.0 116,309 3.6 876,570 29.8 17,621 0.5 50.9 1,475,783 100.0% 2,735,017 34,672 $2,700,345 16.5% $ 349,547 670,058 29.6 1,019,605 46.1 427,937 17.0 122,555 4.3 752,421 32.0 17,643 0.6 53.9 1,320,556 100.0% 2,340,161 30,934 $2,309,227 14.9% $ 313,758 566,101 28.6 879,859 43.5 381,074 18.3 127,347 5.2 676,940 32.2 0.8 18,542 56.5 1,203,903 100.0% 2,083,762 27,085 $2,056,677 15.0% 27.2 42.2 18.3 6.1 32.5 0.9 57.8 100.0% Commercial loans increased during 2019 as we continued our successful commercial business development efforts. The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral. Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early identification of potential problems, an appropriate allowance for loan losses, and sound nonaccrual and charge off policies. An active credit risk management process is used for commercial loans to further ensure that sound and consistent credit decisions are made. Credit risk is controlled by detailed underwriting procedures, comprehensive loan administration, and periodic review of borrowers’ outstanding loans and commitments. Borrower relationships are formally reviewed and graded on an ongoing basis for early identification of potential problems. Further analyses by customer, industry, and geographic location are performed to monitor trends, financial performance, and concentrations. We participate in various lending programs in which guarantees are supplied by U.S. government agencies, such as the SBA, U.S. Department of Agriculture, Rural Economic and Community Development and Farm Service Agency, among others. As of December 31, 2019, the principal balance of such loans (included in commercial loans) was $34.6 million and the guaranteed portion amounted to $21.4 million. Most of these loans were guaranteed by the SBA. Commercial business loans were $572.0 million at the end of 2019, up $14.2 million or 3% since the end of 2018, and comprised 17.8% of total loans outstanding at December 31, 2019, compared to 18.1% at December 31, 2018. We typically originate business loans of up to $15.0 million for small to mid-sized businesses in our market area for working capital, equipment financing, inventory financing, accounts receivable financing, or other general business purposes. Loans of this type are in a diverse range of industries. As of December 31, 2019, commercial business SBA loans accounted for a total of $26.9 million or 5% of our commercial business loan portfolio. Commercial mortgage loans totaled $1.11 billion at December 31, 2019, up $148.1 million or 16% from December 31, 2018, and comprised 34.4% of total loans, compared to 31.0% at December 31, 2018. Commercial mortgage loans include both owner occupied and non-owner occupied commercial real estate loans. Approximately 24% and 28% of our commercial mortgage portfolio at December 31, 2019 and 2018, respectively, was owner occupied commercial real estate. The majority of our commercial real estate loans are secured by office buildings, manufacturing facilities, distribution/warehouse facilities, and retail centers, which are generally located in our local market area. As of December 31, 2019, commercial mortgage SBA loans accounted for a total of $7.7 million or 1% of our commercial mortgage loan portfolio. We determine our current lending standards for commercial real estate and real estate construction lending by property type and specifically address many criteria, including: maximum loan amounts, maximum loan-to-value (“LTV”), requirements for pre-leasing or pre-sales, minimum debt-service coverage ratios, minimum borrower equity, and maximum loan to cost. Currently, the maximum standard for LTV is 85%, with lower limits established for certain higher risk types, such as raw land which has a 65% LTV maximum. - 46 - MANAGEMENT’S DISCUSSION AND ANALYSIS Consumer loans totaled $1.54 billion at December 31, 2019, down $27.9 million or 2% compared to 2018, and represented 47.9% of the 2019 year-end loan portfolio versus 50.9% at year-end 2018. Loans in this classification include residential real estate loans, residential real estate lines, indirect consumer and other consumer installment loans. Credit risk for these types of loans is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral. Risks of loss are generally on smaller average balances per loan spread over many borrowers. Once charged off, there is usually less opportunity for recovery on these smaller retail loans. Credit risk is primarily controlled by reviewing the creditworthiness of the borrowers, monitoring payment histories, and taking appropriate collateral and guaranty positions. Residential real estate portfolios include conventional first lien mortgages and home equity loans and lines of credit. For conventional first lien mortgages, we generally limit the maximum loan to 85% of collateral value without credit enhancement (e.g. personal mortgage insurance). A portion of our fixed-rate conventional mortgage loans are sold in the secondary market with servicing rights retained. Our conventional mortgage products continue to be underwritten using FHLMC secondary marketing guidelines. Our underwriting guidelines for home equity products include a combination of borrower FICO (credit score), the LTV of the property securing the loan and evidence of the borrower having sufficient income to repay the loan. Currently, for home equity products, the maximum acceptable LTV is 90%. The average FICO score for new home equity production was 761 and 766 during the years ended December 31, 2019 and 2018, respectively. Residential real estate loans totaled $572.4 million at the end of 2019, up $48.2 million or 9% from the end of the prior year and loans outstanding at December 31, 2019 and December 31, 2018, respectively. As of comprised 17.8% and 17.0% of total December 31, 2019 and 2018, our residential real estate loan portfolio included $5.1 million and $6.5 million, respectively, of loans acquired during 2012 branch acquisitions. The residential real estate line portfolio amounted to $104.1 million at December 31, 2019 down $5.6 million or 5% compared to 2018 and represented 3.2% of the 2019 year-end loan portfolio versus 3.6% at year-end 2018. As of December 31, 2019 and 2018, our residential real estate line portfolio included $6.2 million and $7.6 million, respectively, of loans acquired during the 2012 branch acquisitions. The residential real estate loans and lines portfolios had a weighted average LTV at origination of approximately 68% and 66% at December 31, 2019 and 2018, respectively. Approximately 91% and 89% of the loans and lines were first lien positions at December 31, 2019 and 2018, respectively. Consumer indirect loans amounted to $850.1 million at December 31, 2019 down $69.9 million or 8% compared to 2018 and represented 26.4% of the 2019 year-end loan portfolio versus 29.8% at year-end 2018. The loans are primarily for the purchase of automobiles (both new and used) and light duty trucks primarily by individuals, but also by corporations and other organizations. The loans are originated through dealerships and assigned to us with terms that typically range from 36 to 84 months. During the year ended December 31, 2019, we originated $303.0 million in indirect loans with a mix of approximately 34% new vehicles and 66% used vehicles. This compares with $394.8 million in indirect loans with a mix of approximately 39% new vehicles and 61% used vehicles for the same period in 2018. We do business with over 450 franchised auto dealers located in Western, Central, and the Capital District of New York, and Northern and Central Pennsylvania. The average FICO score for indirect loan production was 722 and 729 during the years ended December 31, 2019 and 2018, respectively. Other consumer loans totaled $16.1 million at December 31, 2019, down $609 thousand or 4% compared to 2018, and represented less than one percent of the 2019 and 2018 year- end loan portfolio. Other consumer loans consist of personal loans (collateralized and uncollateralized) and deposit account collateralized loans. Our loan portfolio is widely diversified by types of borrowers, industry groups, and market areas within our operating footprint. Significant loan concentrations are considered to exist for a financial institution when there are amounts loaned to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At December 31, 2019, no significant concentrations, as defined above, existed in our portfolio in excess of 10% of total loans. Loans Held for Sale and Loan Servicing Rights. Loans held for sale (not included in the loan portfolio composition table) were entirely comprised of residential real estate loans and totaled $4.2 million and $2.9 million as of December 31, 2019 and 2018, respectively. We sell certain qualifying newly originated or refinanced residential real estate loans on the secondary market. Residential real estate loans serviced for others, which are not included in the consolidated statements of financial condition, amounted to $189.8 million and $171.5 million as of December 31, 2019 and 2018, respectively. - 47 - MANAGEMENT’S DISCUSSION AND ANALYSIS Allowance for Loan Losses The following table summarizes the activity in the allowance for loan losses (in thousands). Allowance for loan losses, beginning of year Charge-offs: 2019 33,914 $ $ Loan Loss Analysis Year Ended December 31, 2017 30,934 2018 34,672 $ $ 2016 27,085 Commercial business Commercial mortgage Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total charge-offs Recoveries: Commercial business Commercial mortgage Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total recoveries Net charge-offs Provision for loan losses Allowance for loan losses, end of year 2,481 2,997 340 13 10,810 1,170 17,811 492 17 43 6 5,390 387 6,335 11,476 8,044 30,482 $ 2,319 1,020 95 142 10,850 1,308 15,734 509 13 159 20 5,024 317 6,042 9,692 8,934 33,914 3,614 10 431 106 10,164 926 15,251 416 262 130 60 4,444 316 5,628 9,623 13,361 34,672 $ $ 943 385 289 104 8,748 607 11,076 447 45 174 15 4,259 347 5,287 5,789 9,638 30,934 $ 2015 27,637 $ 1,433 895 397 199 9,156 878 12,958 212 146 114 31 4,200 322 5,025 7,933 7,381 27,085 $ Net loan charge-offs to average loans Allowance for loan losses to total loans Allowance for loan losses to non-performing loans 0.37% 0.95% 353% 0.33% 1.10% 475% 0.38% 1.27% 277% 0.26% 1.32% 489% 0.40% 1.30% 321% The following table sets forth the allocation of the allowance for loan losses by loan category as of the dates indicated. The allocation is made for analytical purposes and is not necessarily indicative of the categories in which actual losses may occur. The total allowance is available to absorb losses from any segment of the loan portfolio (in thousands). 2019 2018 Allowance for Loan Losses by Loan Category At December 31, 2017 2016 2015 Commercial business Commercial mortgage Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total Loan Loss Allowance 11,358 $ 5,681 1,059 118 11,852 414 30,482 $ Loan Loan Loan Loan Percentage of loans by category t o total loans Loss Allowance 14,312 5,219 1,112 210 12,572 489 33,914 17.8 % $ 34.3 17.8 3.2 26.4 0.5 100.0 % $ Percentage of loans by category t o total loans Loss Allowance 15,668 3,696 1,322 180 13,415 391 34,672 18.1 % $ 31.0 17.0 3.6 29.8 0.5 100.0 % $ Percentage of loans by category t o total loans Loss Allowance 7,225 10,315 1,478 303 11,311 302 30,934 16.5 % $ 29.6 17.0 4.3 32.0 0.6 100.0 % $ Percentage of loans by category t o total loans Loss Allowance 5,540 9,027 1,347 345 10,458 368 27,085 14.9 % $ 28.6 18.3 5.2 32.2 0.8 100.0 % $ Percentage of loans by category to total loans 15.0 % 27.2 18.3 6.1 32.5 0.9 100.0 % The allowance for loan losses represents the estimated amount of probable credit losses inherent in our loan portfolio. We perform periodic, systematic reviews of each loan portfolio to estimate probable losses in the respective loan portfolio. In addition, we regularly evaluate prevailing economic and business conditions, industry concentrations, changes in the size and characteristics of the portfolio and other pertinent factors. The process we use to determine the overall allowance for loan losses is based on this analysis. Based on this analysis, we believe the allowance for loan losses is adequate as of December 31, 2019. Assessing the adequacy of the allowance for loan losses involves substantial uncertainties and is based upon management’s evaluation of the amounts required to meet estimated charge-offs in the loan portfolio after weighing a variety of factors, including the risk profile of our loan products and customers. - 48 - MANAGEMENT’S DISCUSSION AND ANALYSIS Factors beyond our control, however, such as general national and local economic conditions, can adversely impact the adequacy of the allowance for loan losses. As a result, no assurance can be given that adverse economic conditions or other circumstances will not result in increased losses in the portfolio or that the allowance for loan losses will be sufficient to meet actual loan losses. See Part I, Item 1A “Risk Factors” for the risks impacting this estimate. Management presents a quarterly review of the adequacy of the allowance for loan losses to the Audit Committee of our Board of Directors based on the methodology that is described in further detail in Part I, Item I “Business” under the section titled “Lending Activities.” See also “Critical Accounting Estimates” for additional information on the allowance for loan losses. The adequacy of the allowance for loan losses is subject to ongoing management review. While management evaluates currently available information in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require us to increase the allowance based on their judgments about information available to them at the time of their examination. Net charge-offs of $11.5 million in 2019 represented 0.37% of average loans compared to $9.7 million, or 0.33%, in 2018. The increase in net charge-offs during the year ended December 31, 2019 is primarily due to a $3.0 million partial charge-off of a $5.6 million loan classified as non-performing in the second quarter of 2019. The allowance for loan losses was $30.5 million at December 31, 2019, compared with $33.9 million at December 31, 2018. The ratio of the allowance for loan losses to total loans was 0.95% and 1.10% at December 31, 2019 and 2018, respectively. The ratio of allowance for loan losses to non-performing loans was 353% at December 31, 2019, compared with 475% at December 31, 2018. Non-performing Assets and Potential Problem Loans The following table summarizes our non-performing assets (in thousands): Nonaccrual loans: Commercial business Commercial mortgage Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total nonaccrual loans Accruing loans 90 days or more delinquent Total non-performing loans Foreclosed assets Total non-performing assets 2019 1,177 3,146 2,484 102 1,725 - 8,634 6 8,640 468 9,108 $ $ Non-performing Assets At December 31, 2017 2016 2018 $ $ 912 1,586 2,391 255 1,989 - 7,133 8 7,141 230 7,371 $ 5,344 2,623 2,252 404 1,895 2 12,520 11 12,531 148 $ 12,679 $ $ 2,151 1,025 1,236 372 1,526 7 6,317 9 6,326 107 6,433 2015 3,922 947 1,848 235 1,467 13 8,432 8 8,440 163 8,603 $ $ Non-performing loans to total loans Non-performing assets to total assets 0.27% 0.21% 0.23% 0.17% 0.46% 0.31% 0.27% 0.17% 0.41% 0.25% Non-performing assets include non-performing loans and foreclosed assets. Non-performing assets at December 31, 2019 were $9.1 million, an increase of $1.7 million from $7.4 million at December 31, 2018. The primary component of non-performing assets is non-performing loans, which were $8.6 million or 0.27% of total loans at December 31, 2019, compared with $7.1 million or 0.23% of total loans at December 31, 2018. Approximately $616 thousand, or 7%, of the $9.1 million in non-performing loans as of December 31, 2019 were current with respect to payment of principal and interest but were classified as non-accruing because repayment in full of principal and/or interest was uncertain. Included in nonaccrual loans are troubled debt restructurings (“TDRs”) of $297 thousand and $546 thousand at December 31, 2019 and 2018, respectively. We had one TDR of $550 thousand that was accruing interest as of December 31, 2019 and one TDR of $580 thousand that was accruing interest as of December 31, 2018. Foreclosed assets consist of real property formerly pledged as collateral for loans, which we have acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure. Foreclosed asset holdings represented three properties totaling $468 thousand at December 31, 2019 and three properties totaling $230 thousand at December 31, 2018. - 49 - MANAGEMENT’S DISCUSSION AND ANALYSIS Potential problem loans are loans that are currently performing, but information known about possible credit problems of the borrowers causes us to have concern as to the ability of such borrowers to comply with the present loan payment terms and may result in disclosure of such loans as nonperforming at some time in the future. These loans remain in a performing status due to a variety of factors, including payment history, the value of collateral supporting the credits, and/or personal or government guarantees. We consider loans classified as substandard, which continue to accrue interest, to be potential problem loans. We identified $14.6 million and $11.9 million in loans that continued to accrue interest which were classified as substandard as of December 31, 2019 and 2018, respectively. FUNDING ACTIVITIES Deposits The following table summarizes the composition of our deposits (dollars in thousands). Noninterest-bearing demand Interest-bearing demand Savings and money market Time deposits < $250,000 Time deposits of $250,000 or more Total deposits 2019 Amount $ 707,752 627,842 1,039,892 893,177 287,012 $3,555,675 At December 31, 2018 2017 Percent Amount Percent Amount Percent 19.9% $ 755,460 622,482 17.7 968,897 29.2 810,434 25.1 209,634 8.1 100.0% $3,366,907 22.4% $ 718,498 634,203 18.5 1,005,317 28.8 698,179 24.1 153,977 6.2 100.0% $3,210,174 22.4% 19.8 31.3 21.7 4.8 100.0% We offer a variety of deposit products designed to attract and retain customers, with the primary focus on building and expanding long-term relationships. At December 31, 2019, total deposits were $3.56 billion, representing an increase of $188.8 million for the year. Time deposits were approximately 33% and 30% of total deposits at December 31, 2019 and 2018, respectively. Nonpublic deposits, the largest component of our funding sources, totaled $2.16 billion at each of December 31, 2019 and 2018 and represented 61% and 64% of total deposits as of the end of each period, respectively. We have managed this segment of funding through a strategy of competitive pricing that minimizes the number of customer relationships that have only a single service high cost deposit account. As an additional source of funding, we offer a variety of public (municipal) deposit products to the towns, villages, counties and school districts within our market. Public deposits generally range from 20% to 30% of our total deposits. There is a high degree of seasonality in this component of funding, because the level of deposits varies with the seasonal cash flows for these public customers. We maintain the necessary levels of short-term liquid assets to accommodate the seasonality associated with public deposits. Total public deposits were $860.7 million and $832.1 million at December 31, 2019 and December 31, 2018, respectively, and represented 24% and 25% of total deposits as of the end of each period, respectively. The increase in public deposits during 2019 was due largely to successful business development efforts. We participate in CDARS and ICS programs, which enable depositors to receive FDIC insurance coverage for deposits otherwise exceeding the maximum insurable amount. Through these programs, deposits in excess of the maximum insurable amount are placed with multiple participating financial institutions. Prior to the Economic Growth Act enacted on May 14, 2018, all CDARS and ICS deposits were considered brokered deposits for regulatory reporting purposes. With the enactment of the Economic Growth Act, reciprocal CDARS and ICS deposits, subject to certain restrictions, are no longer required to be reported as brokered deposits. Reciprocal CDARS deposits and ICS deposits totaled $157.9 million and $172.0 million, respectively, at December 31, 2019, compared to $137.1 million and $149.6 million, respectively, at December 31, 2018, and collectively represented 9% and 8% of total deposits as of the end of each period, respectively. Brokered deposits, including non-reciprocal CDARS deposits, totaled $208.8 million and $87.8 million at December 31, 2019 and 2018, respectively, and represented 6% and 3% of total deposits as of the end of each period, respectively. - 50 - MANAGEMENT’S DISCUSSION AND ANALYSIS Borrowings The Company classifies borrowings as short-term or long-term in accordance with the original terms of the agreement. Outstanding borrowings are summarized as follows as of December 31 (in thousands): Short-term borrowings: Short-term FHLB borrowings Other Long-term borrowings: Subordinated notes, net Total borrowings Short-term Borrowings 2019 2018 $ $ 275,500 - 39,273 314,773 $ $ 405,500 64,000 39,202 508,702 Short-term FHLB borrowings have original maturities of less than one year and include overnight borrowings which we typically utilize to address short term funding needs as they arise. Short-term FHLB borrowings at December 31, 2019 consisted of $10.0 million in overnight borrowings and $265.5 million in short-term borrowings. The maximum amount of short-term FHLB borrowings outstanding at any month-end during the twelve months ended December 31, 2019 was $420.8 million. Short-term FHLB borrowings at December 31, 2018 consisted of $200.0 million in overnight borrowings and $205.5 million in short-term borrowings. The FHLB borrowings are collateralized by securities from the Company’s investment portfolio and certain qualifying loans. At December 31, 2019 and 2018, the Company’s borrowings had a weighted average rate of 1.88% and 2.64%, respectively. We have credit capacity with the FHLB and can borrow through facilities that include amortizing and term advances or repurchase agreements. We had approximately $43.5 million of immediate credit capacity with the FHLB as of December 31, 2019. We had approximately $643.8 million in secured borrowing capacity at the FRB discount window, none of which was outstanding at December 31, 2019. The FHLB and FRB credit capacity are collateralized by securities from our investment portfolio and certain qualifying loans. We had approximately $145.0 million of credit available under unsecured federal funds purchased lines with various banks as of December 31, 2019, with $52.5 million outstanding at December 31, 2019. Additionally, we had approximately $96.0 million of unencumbered liquid securities available for pledging. The Parent has a revolving line of credit with a commercial bank allowing borrowings up to $20.0 million in total as an additional source of working capital. At December 31, 2019, no amounts have been drawn on the line of credit. The following table summarizes information relating to our short-term borrowings (dollars in thousands). Year-end balance Year-end weighted average interest rate Maximum outstanding at any month-end Average balance during the year Average interest rate for the year Long-term Borrowings At or for the Year Ended December 31, 2017 2018 2019 $ $ $ 275,500 1.88% 420,800 309,893 2.56% $ $ $ 469,500 2.64% 477,100 394,679 2.11% $ $ $ 446,200 1.50% 446,900 338,392 1.16% On April 15, 2015, we issued $40.0 million of Subordinated Notes in a registered public offering. The Subordinated Notes bear interest at a fixed rate of 6.0% per year, payable semi-annually, for the first 10 years. From April 15, 2025 to the April 15, 2030 maturity date, the interest rate will reset quarterly to an annual interest rate equal to the then current three-month London Interbank Offered Rate (“LIBOR”) plus 3.944%, payable quarterly. After the discontinuance of LIBOR, the interest rate will be determined by an alternate method as reasonably selected by the Company. The Subordinated Notes are redeemable by us at any quarterly interest payment date beginning on April 15, 2025 to maturity at par, plus accrued and unpaid interest. Proceeds, net of debt issuance costs of $1.1 million, were $38.9 million. The Subordinated Notes qualify as Tier 2 capital for regulatory purposes. - 51 - MANAGEMENT’S DISCUSSION AND ANALYSIS Shareholders’ Equity Total shareholders’ equity was $438.9 million at December 31, 2019, an increase of $42.7 million from $396.3 million at December 31, 2018. Net income for the year increased shareholders’ equity by $48.9 million, which was partially offset by common and preferred stock dividends declared of $17.4 million. Accumulated other comprehensive loss included in shareholders’ equity decreased $6.8 million during the year due primarily to lower net unrealized losses on securities available for sale and the change in pension and post-retirement obligations, partially offset by a reclassification of certain income tax effects to retained earnings. For detailed information on shareholders’ equity, see Note 14, Shareholders’ Equity, of the notes to consolidated financial statements. FII and the Bank are subject to various regulatory capital requirements. At December 31, 2019 both FII and the Bank exceeded all regulatory requirements. For detailed information on regulatory capital requirements, see Note 13, Regulatory Matters, of the notes to consolidated financial statements. LIQUIDITY AND CAPITAL MANAGEMENT The objective of maintaining adequate liquidity is to assure that we meet our financial obligations. These obligations include the withdrawal of deposits on demand or at their contractual maturity, the repayment of matured borrowings, the ability to fund new and existing loan commitments and the ability to take advantage of new business opportunities. We achieve liquidity by maintaining a strong base of both core customer funds and maturing short-term assets; we also rely on our ability to sell or pledge securities and lines-of-credit and our overall ability to access to the financial and capital markets. Liquidity for the Bank is managed through the monitoring of anticipated changes in loans, the investment portfolio, core deposits and wholesale funds. The strength of the Bank’s liquidity position is a result of its base of core customer deposits. These core deposits are supplemented by wholesale funding sources that include credit lines with the other banking institutions, the FHLB and the FRB. The primary sources of liquidity for FII are dividends from the Bank and access to financial and capital markets. Dividends from the Bank are limited by various regulatory requirements related to capital adequacy and earnings trends. The Bank relies on cash flows from operations, core deposits, borrowings and short-term liquid assets. Cash and cash equivalents were $112.9 million as of December 31, 2019, an increase of $10.2 million from $102.8 million as of December 31, 2018. During 2019, net cash provided by operating activities totaled $57.7 million and the principal source of operating activity cash flow was net income adjusted for noncash income and expense items. Net cash used in investing activities totaled $24.7 million, which included outflows of $167.2 million for net loan originations and was partially offset by inflows of $124.8 million from net investment securities transactions. Net cash used by financing activities of $22.8 million was attributed to a $194.0 million decrease in short-term borrowings and by $17.3 million in dividend payments , partially offset by a $188.8 million increase in deposits. Contractual Obligations and Other Commitments The following table summarizes the maturities of various contractual obligations and other commitments (in thousands): On-Balance sheet: Time deposits (1) Supplemental executive retirement plans Earn-out liabilities Subordinated notes Operating leases Off-Balance sheet: Limited partnership investments (2) Tax credit investments (3) Commitments to extend credit (4) Standby letters of credit (4) Within 1 year $1,099,488 423 1,951 - 2,523 1,840 9,855 820,282 10,954 At December 31, 2019 Over 3 to 5 Years Over 1 to 3 years Over 5 years Total $ $ 75,737 715 - - 4,165 3,680 19,709 - 10,802 4,959 548 - - 2,675 1,840 9,854 - 155 $ 5 182 - 40,000 25,931 $1,180,189 1,868 1,951 40,000 35,294 - - - - 7,360 39,418 820,282 21,911 (1) Includes the maturity of time deposits amounting to $100 thousand or more as follows: $444.2 million in three months or less; $219.1 million between three months and six months; $120.3 million between six months and one year; and $24.5 million over one year. (2) We have committed to capital investments in several limited partnerships of up to $16.5 million, of which we have contributed $9.2 million as of December 31, 2019, including $2.0 million during 2019. (3) We have committed to capital investments in several tax credit investments of up to $52.4 million, of which we have contributed $12.9 million as of December 31, 2019, including $5.7 million during 2019. - 52 - (4) We do not expect all of the commitments to extend credit and standby letters of credit to be funded. Thus, the total commitment amounts do not MANAGEMENT’S DISCUSSION AND ANALYSIS necessarily represent our future cash requirements. Off-Balance Sheet Arrangements With the exception of obligations in connection with our irrevocable loan commitments, limited partnership investments and tax credit investments as of December 31, 2019, we had no other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. For additional information on off-balance sheet arrangements, see Note 1, Summary of Significant Accounting Policies and Note 12, Commitments and Contingencies, in the notes to the accompanying consolidated financial statements. Security Yields and Maturities Schedule The following table sets forth certain information regarding the amortized cost (“Cost”), weighted average yields (“Yield”) and contractual maturities of our debt securities portfolio as of December 31, 2019. Mortgage-backed securities are included in maturity categories based on their stated maturity date. Actual maturities may differ from the contractual maturities presented because borrowers may have the right to call or prepay certain investments. No tax-equivalent adjustments were made to the weighted average yields (dollars in thousands). Available for sale debt securities: U.S. Government agencies and government-sponsored enterprises Mortgage-backed securities $ Due in less than one year Cost Yield Due from one to five years Cost Yield Due after five years through ten years Cost Yield Due after ten years Total Cost Yield Cost Yield - - - -% $ 21,566 42,816 - 64,382 - 2.39% $ 2.40 2.40 4,874 162,935 167,809 2.53% $ 2.47 2.47 - 183,661 183,661 -% $ 26,440 389,412 415,852 2.41 2.41 2.42% 2.43 2.43 Held to maturity debt securities: State and political subdivisions Mortgage-backed securities Total investment securities 54,606 - 54,606 $54,606 121,841 2.36 2,394 - 2.36 124,235 2.36% $188,617 15,768 2.02 19,070 2.30 2.02 34,838 2.15% $202,647 - 1.92 145,321 2.19 2.07 145,321 2.40% $328,982 192,215 - 166,785 2.62 2.62 359,000 2.50% $774,852 2.11 2.57 2.32 2.38% - 53 - MANAGEMENT’S DISCUSSION AND ANALYSIS Contractual Loan Maturity Schedule The following table summarizes the contractual maturities of our loan portfolio at December 31, 2019. Loans, net of deferred loan origination costs, include principal amortization and non-accruing loans. Demand loans having no stated schedule of repayment or maturity and overdrafts are reported as due in one year or less (in thousands). Commercial business Commercial mortgage Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total loans Loans maturing after one year: With a predetermined interest rate With a floating or adjustable rate Total loans maturing after one year Due in less than one year 118,748 269,717 97,995 2,307 329,815 8,048 826,630 $ $ Due from one to five years $ 267,888 548,977 290,146 6,626 520,237 7,781 $ 1,641,655 $ 433,064 1,208,591 $ 1,641,655 $ $ $ $ Due after five years 185,404 287,589 184,209 95,185 - 315 752,702 Total $ 572,040 1,106,283 572,350 104,118 850,052 16,144 $ 3,220,987 404,738 347,964 752,702 $ 837,802 1,556,555 $ 2,394,357 - 54 - MANAGEMENT’S DISCUSSION AND ANALYSIS Capital Resources The FRB has adopted a system using risk-based capital guidelines to evaluate the capital adequacy of bank holding companies on a consolidated basis. The final rules implementing the Basel Committee on Banking Supervision’s (“BCBS”) capital guidelines for U.S. banks became effective for the Company on January 1, 2015, with full compliance with all of the final requirements phased in over a multi-year schedule, which were fully phased-in on January 1, 2019. As of December 31, 2019, the Company’s capital levels remained characterized as “well-capitalized” under the new rules. We continue to evaluate the potential impact that regulatory rules may have on our liquidity and capital management strategies, including Basel III and those required under the Dodd-Frank Act. See Note 13, Regulatory Matters of the notes to consolidated financial statements and the “Basel III Capital Rules” section below for further discussion. The following table reflects the Company’s ratios and their components as of December 31 (in thousands): Common shareholders’ equity Less: Goodwill and other intangible assets Net unrealized loss on investment securities (1) Hedging derivative instruments Net periodic pension and postretirement benefits plan adjustments Other Common Equity Tier 1 (“CET1”) capital Plus: Preferred stock Less: Other Tier 1 Capital Plus: Qualifying allowance for loan losses Subordinated Notes Total regulatory capital Adjusted average total assets (for leverage capital purposes) Total risk-weighted assets 2019 2018 $ $ $ $ 421,619 71,987 873 (518) (14,868) - 364,145 17,328 - 381,473 30,482 39,273 451,228 4,237,596 3,533,281 $ $ $ $ 378,965 73,291 (7,769) (276) (13,236) - 326,955 17,328 - 344,283 33,914 39,202 417,399 4,218,972 3,371,541 Regulatory Capital Ratios Tier 1 Leverage (Tier 1 capital to adjusted average assets) CET1 Capital (CET1 capital to total risk-weighted assets) Tier 1 Capital (Tier 1 capital to total risk-weighted assets) Total Risk-Based Capital (Total regulatory capital to total risk-weighted assets) 9.00% 10.31 10.80 12.77 8.16% 9.70 10.21 12.38 (1) Includes unrealized gains and losses related to the Company’s reclassification of available for sale investment securities to the held to maturity category. Basel III Capital Rules In July 2013, the FRB and the FDIC approved the final rules implementing the BCBS’s capital guidelines for U.S. banks. Under the final rules, minimum requirements will increase for both the quantity and quality of capital held by the Company. The rules include a new common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%, raise the minimum ratio of Tier 1 capital to risk- weighted assets from 4.0% to 6.0%, require a minimum ratio of total capital to risk-weighted assets of 8.0%, and require a minimum Tier 1 leverage ratio of 4.0%. A new capital conservation buffer is also established above the regulatory minimum capital requirements. This capital conservation buffer was phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increased each subsequent year by an additional 0.625% until reaching its final level of 2.5% on January 1, 2019. Strict eligibility criteria for regulatory capital instruments were also implemented under the final rules. The final rules also revise the definition and calculation of Tier 1 capital, total capital, and risk-weighted assets. As of December 31, 2019, the Company’s capital levels remained characterized as “well-capitalized” under the new rules. CRITICAL ACCOUNTING ESTIMATES Our consolidated financial statements are prepared in accordance with GAAP and are consistent with predominant practices in the financial services industry. Application of critical accounting policies, which are those policies that management believes are the most important to our financial position and results, requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes and are based on information available as of the date of the financial statements. Future changes in information may affect these estimates, assumptions and judgments, which, in turn, may affect amounts reported in the financial statements. - 55 - MANAGEMENT’S DISCUSSION AND ANALYSIS We have numerous accounting policies, of which the most significant are presented in Note 1, Summary of Significant Accounting Policies, of the notes to 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, liabilities, revenues and expenses are reported in the consolidated financial statements and how those reported amounts are determined. Based on the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has determined that the accounting policies with respect to the allowance for loan losses, valuation of goodwill and deferred tax assets, and accounting for defined benefit plans require particularly subjective or complex judgments important to our financial position and results of operations, and, as such, are considered to be critical accounting policies as discussed below. These estimates and assumptions are based on management’s best estimates and judgment and are evaluated on an ongoing basis using historical experience and other factors, including the current economic environment. We adjust these estimates and assumptions when facts and circumstances dictate. Illiquid credit markets and volatile equity have combined with declines in consumer spending to increase the uncertainty inherent in these estimates and assumptions. As future events cannot be determined with precision, actual results could differ significantly from our estimates. Adequacy of the Allowance for Loan Losses The allowance for loan losses represents management’s estimate of probable credit 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 and the use of subjective measurements including management’s assessment of the internal risk classifications of loans, changes in the nature of the loan portfolio, industry concentrations, existing economic conditions, the fair value of underlying collateral, and other qualitative and quantitative factors which could affect probable credit losses. Because current economic conditions and borrower strength can change, and future events are inherently difficult to predict, the anticipated amount of estimated loan losses, and therefore the appropriateness of the allowance for loan losses, could change significantly. As an integral part of their examination process, various regulatory agencies also review the allowance for loan losses. Such agencies may require additions to the allowance for loan losses or may require that certain loan balances be charged off or downgraded into criticized loan categories when their credit evaluations differ from those of management, based on their judgments about information available to them at the time of their examination. We believe the level of the allowance for loan losses is appropriate as recorded in the consolidated financial statements. For additional discussion related to our accounting policies for the allowance for loan losses, see the sections titled “Allowance for Loan Losses” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1, Summary of Significant Accounting Policies, of the notes to consolidated financial statements. Valuation of Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in accordance with the purchase method of accounting for business combinations. Goodwill has an indefinite useful life and is not amortized but is tested for impairment. GAAP requires goodwill to be tested for impairment at our reporting unit level on an annual basis and more frequently if events or circumstances indicate that there may be impairment. We test goodwill for impairment as of October 1st of each year. Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value. In testing goodwill for impairment, GAAP permits us to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, after assessing the totality of events and circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying value, no further testing is performed. However, if we conclude otherwise, we would then be required to perform a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value. If the carrying value of the reporting unit exceeds its fair value, a goodwill impairment charge is recognized for the difference, but not to exceed the amount of goodwill allocated to the reporting unit. Valuation of Deferred Tax Assets and Liabilities The determination of deferred tax expense or benefit is based on changes in the carrying amounts of assets and liabilities that generate temporary differences. The carrying value of our net deferred tax assets or liabilities assumes that we will be able to generate sufficient future taxable income based on estimates and assumptions (after consideration of historical taxable income as well as tax planning strategies). If these estimates and related assumptions change, we may be required to record valuation allowances against our deferred tax assets and liabilities resulting in additional income tax expense or benefit in the consolidated statements of income. We evaluate deferred tax assets and liabilities on a quarterly basis and assess the need for a valuation allowance, if any. A valuation allowance is established when management believes that it is more likely than not that some portion of its deferred tax assets and liabilities will not be realized. Changes in valuation allowance from period to period are included in our tax provision in the period of change. For additional discussion related to our accounting policy for income taxes see Note 17, Income Taxes, of the notes to consolidated financial statements. - 56 - MANAGEMENT’S DISCUSSION AND ANALYSIS Defined Benefit Pension Plan We have a defined benefit pension plan covering substantially all employees. For employees hired prior to December 31, 2006, who met participation requirements on or before January 1, 2008 (“Tier 1 Participant”), the benefits are generally based on years of service and the employee’s highest average compensation during five consecutive years of employment. For eligible employees who were hired on and after January 1, 2007 (“Tier 2 Participant”), the benefits are generally based on a cash balance benefit formula. Assumptions are made concerning future events that will determine the amount and timing of required benefit payments, funding requirements and defined benefit pension expense. The major assumptions are the weighted average discount rate used in determining the current benefit obligation, the weighted average expected long-term rate of return on plan assets, the rate of compensation increase and the estimated mortality rate. The weighted average discount rate was based upon the projected benefit cash flows and the market yields of high grade corporate bonds that are available to pay such cash flows as of the measurement date, December 31. The weighted average expected long-term rate of return is estimated based on current trends experienced by the assets in the plan as well as projected future rates of return on those assets and reasonable actuarial assumptions for long term inflation, and the real and nominal rate of investment return for a specific mix of asset classes. The current target asset allocation model for the plans is detailed in Note 19 to the consolidated financial statements. The expected returns on these various asset categories are blended to derive one long-term return assumption. The assets are invested in certain collective investment and mutual funds, common stocks, U.S. Treasury and other U.S. government agency securities, and corporate and municipal bonds and notes. The rate of compensation increase is based on reviewing the compensation increase practices of other plan sponsors in similar industries and geographic areas as well as the expectation of future increases. Mortality rate assumptions are based on mortality tables published by third-parties such as the Society of Actuaries (“SOA”), considering other available information including historical data as well as studies and publications from reputable sources. We review the pension plan assumptions on an annual basis with our actuarial consultants to determine if the assumptions are reasonable and adjust the assumptions to reflect changes in future expectations. The assumptions used to calculate 2019 expense for the defined benefit pension plan were a weighted average discount rate of 4.13%, a weighted average long-term rate of return on plan assets of 6.50% and a rate of compensation increase of 3.00%. Defined benefit pension expense in 2020 is expected to decrease to $2.4 million from the $2.7 million recorded in 2019, primarily driven by an increase in the expected return on assets, driven by overall higher plan asset values. Due to the long-term nature of pension plan assumptions, actual results may differ significantly from the actuarial-based estimates. Differences resulting in actuarial gains or losses are required to be recorded in shareholders’ equity as part of accumulated other comprehensive loss and amortized to defined benefit pension expense in future years. For 2019, the actual return on plan assets in the qualified defined benefit pension plan was $15.9 million, compared to an expected return on plan assets of $4.7 million. Total pretax losses recognized in accumulated other comprehensive loss at December 31, 2019 were $19.9 million for the defined benefit pension plan. Actuarial pretax net losses recognized in other comprehensive income (loss) for the year ended December 31, 2019 were $567 thousand for the defined benefit pension plan. Defined benefit pension expense is recorded in “Salaries and employee benefits” expense on the consolidated statements of income. RECENT ACCOUNTING PRONOUNCEMENTS See Note 1, Summary of Significant Accounting Policies - Recent Accounting Pronouncements, in the notes to consolidated financial statements for a discussion of recent accounting pronouncements. - 57 - ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Asset-Liability Management The principal objective of our interest rate risk management is to evaluate the interest rate risk inherent in assets and liabilities, determine the appropriate level of risk to us given our business strategy, operating environment, capital and liquidity requirements and performance objectives, and manage the risk consistent with the guidelines approved by our Board of Directors. Management is responsible for reviewing with the Board of Directors our activities and strategies, the effect of those strategies on net interest income, the fair value of the portfolio and the effect that changes in interest rates will have on the portfolio and exposure limits. Management has developed an Asset-Liability Management and Investment Policy that meets the strategic objectives and regularly reviews the activities of the Bank. Portfolio Composition Our balance sheet assets are a mix of fixed and variable rate assets with consumer indirect loans, commercial loans, and MBSs comprising a significant portion of our assets. Our consumer indirect loan portfolio comprised 19% of assets and is primarily fixed rate loans with relatively short durations. Our commercial loan portfolio totaled 38% of assets and is a combination of fixed and variable rate loans, lines and mortgages. The MBS portfolio, including collateralized mortgages obligations, totaled 13% of assets with durations averaging three to five years. Our liabilities are comprised primarily of deposits, which account for 90% of total liabilities. Of these deposits, the majority, or 49%, is in nonpublic variable rate and noninterest bearing products including demand (both noninterest- and interest- bearing), savings and money market accounts. In addition, fixed rate nonpublic certificate of deposit products comprise 27% of total deposits. The Bank also has a significant amount of public deposits, which represented 24% of total deposits as of December 31, 2019. Net Interest Income at Risk A primary tool used to manage interest rate risk is “rate shock” simulation to measure the rate sensitivity. Rate shock simulation is a modeling technique used to estimate the impact of changes in rates on net interest income as well as economic value of equity. At December 31, 2019, the Bank was liability sensitive, meaning that net interest income is negatively impacted as interest rates increase. Net interest income at risk is measured by estimating the changes in net interest income resulting from instantaneous and sustained parallel shifts in interest rates of different magnitudes over a period of 12 months. The following table sets forth the estimated changes to net interest income over the 12-month period ending December 31, 2019 assuming instantaneous changes in interest rates for the given rate shock scenarios (dollars in thousands): Estimated change in net interest income % Change -100 bp Changes in Interest Rate +200 bp +100 bp +300 bp $ (106) (0.08)% $ (1,090) (0.80)% $ (1,946) (1.42)% $ (2,929) (2.14)% In addition to the changes in interest rate scenarios listed above, other scenarios are typically modeled to measure interest rate risk. These scenarios vary depending on the economic and interest rate environment. The simulation referenced above is based on our assumption as to the effect of interest rate changes on assets and liabilities and assumes a parallel shift of the yield curve. It also includes certain assumptions about the future pricing of loans and deposits in response to changes in interest rates. Further, it assumes that delinquency rates would not change as a result of changes in interest rates, although there can be no assurance that this will be the case. While this simulation is a useful measure as to net interest income at risk due to a change in interest rates, it is not a forecast of the future results, does not measure the effect of changing interest rates on noninterest income and is based on many assumptions that, if changed, could cause a different outcome. Economic Value of Equity At Risk The economic (or “fair”) value of financial instruments on our balance sheet will also vary under the interest rate scenarios previously discussed. This variance is measured by simulating changes in our economic value of equity (“EVE”), which is calculated by subtracting the estimated fair value of liabilities from the estimated fair value of assets. Fair values for financial instruments are estimated by discounting projected cash flows (principal and interest) at current replacement rates for each account type, while fair values of non-financial assets and liabilities are assumed to equal book value and do not vary with interest rate fluctuations. An economic value simulation is a static measure for balance sheet accounts at a given point in time, but this measurement can change substantially over time as the characteristics of our balance sheet evolve and as interest rate and yield curve assumptions are updated. - 58 - The amount of change in economic value under different interest rate scenarios depends on the characteristics of each class of financial instrument, including the stated interest rate or spread relative to current market rates or spreads, the likelihood of prepayment, whether the rate is fixed or floating, and the maturity date of the instrument. As a general rule, fixed-rate financial assets become more valuable in declining rate scenarios and less valuable in rising rate scenarios, while fixed-rate financial liabilities gain in value as interest rates rise and lose value as interest rates decline. The longer the duration of the financial instrument, the greater the impact a rate change will have on its value. In our economic value simulations, estimated prepayments are factored in for financial instruments with stated maturity dates, and decay rates for non-maturity deposits are projected based on historical data (back-testing). The analysis that follows presents the estimated EVE resulting from market interest rates prevailing at a given quarter-end (“Pre- Shock Scenario”), and under other interest rate scenarios (each a “Rate Shock Scenario”) represented by immediate, permanent, parallel shifts in interest rates from those observed at December 31, 2019 and 2018. The analysis additionally presents a measurement of the interest rate sensitivity at December 31, 2019 and 2018. EVE amounts are computed under each respective Pre-Shock Scenario and Rate Shock Scenario. An increase in the EVE amount is considered favorable, while a decline is considered unfavorable. Rate Shock Scenario: Pre-Shock Scenario - 100 Basis Points + 100 Basis Points + 200 Basis Points + 300 Basis Points December 31, 2019 December 31, 2018 Change Percentage Change EVE $ 632,832 EVE $ 557,468 Change Percentage Change 676,362 $ 43,530 (5,423) 627,409 (17,905) 614,927 (32,196) 600,636 6.88% 568,602 $ 11,134 (33,891) (0.86) (71,670) (2.83) (110,558) (5.09) 523,577 485,798 446,910 2.00% (6.08) (12.86) (19.83) The Pre-Shock Scenario EVE was $632.8 million at December 31, 2019, compared to $557.5 million at December 31, 2018. The increase in the Pre-Shock Scenario EVE at December 31, 2019 compared to December 31, 2018 resulted primarily from a more favorable valuation of non-maturity deposits and certain fixed rate assets that reflected alternative funding rate changes used for discounting future cash flows. The +200 basis point Rate Shock Scenario EVE increased from $485.8 million at December 31, 2018 to $614.9 million at December 31, 2019. The percentage change in the EVE amount from the Pre-Shock Scenario to the +200 basis point Rate Shock Scenario changed from (12.86)% at December 31, 2018 to (2.83)% at December 31, 2019. - 59 - Interest Rate Sensitivity Gap The following table presents an analysis of our interest rate sensitivity gap position at December 31, 2019. All interest-earning assets and interest-bearing liabilities are shown based on the earlier of their contractual maturity or re-pricing date. The expected maturities are presented on a contractual basis or, if more relevant, based on projected call dates. Investment securities are at amortized cost for both securities available for sale and securities held to maturity. Loans, net of deferred loan origination costs, include principal amortization adjusted for estimated prepayments (principal payments in excess of contractual amounts) and non-accruing loans. Because the interest rate sensitivity levels shown in the table could be changed by external factors such as loan prepayments and liability decay rates or by factors controllable by us, such as asset sales, it is not an absolute reflection of our potential interest rate risk profile (in thousands). INTEREST-EARNING ASSETS: Federal funds sold and other interest-earning deposits Investment securities Loans Total interest-earning assets Cash and due from banks Other assets (1) Total assets Three Months or Less $ 57,799 32,457 1,087,817 $ 1,178,073 INTEREST-BEARING LIABILITIES: Interest-bearing demand, savings and money market Time deposits Borrowings Total interest-bearing liabilities $ 1,667,734 529,183 271,300 $ 2,468,217 At December 31, 2019 Over Three Months Through One Year Over One Year Through Five Years Over Five Years $ $ $ $ - 69,307 454,898 524,205 $ 245 268,187 1,284,723 $1,553,155 $ - 404,901 397,773 $ 802,674 - 570,456 4,200 574,656 $ $ - 80,545 - 80,545 $ $ - 5 39,273 39,278 Noninterest-bearing deposits Other liabilities Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity Interest sensitivity gap Cumulative gap Cumulative gap ratio (2) Cumulative gap as a percentage of total assets $(1,290,144) $(1,290,144) 47.7% (29.4)% $ (50,451) $(1,340,595) 55.9% (30.6)% $1,472,610 $ 132,015 $ 763,396 $ 895,411 104.2% 3.0% 128.3% 20.4% Total $ 58,044 774,852 3,225,211 4,058,107 54,903 271,168 $4,384,178 $1,667,734 1,180,189 314,773 3,162,696 707,752 74,783 3,945,231 438,947 $4,384,178 $ 895,411 (1) Includes net unrealized loss on securities available for sale and allowance for loan losses. (2) Cumulative total interest-earning assets divided by cumulative total interest-bearing liabilities. For purposes of interest rate risk management, we direct more attention on simulation modeling, such as “net interest income at risk” as previously discussed, rather than gap analysis. We consider the net interest income at risk simulation modeling to be more informative in forecasting future income at risk. - 60 - ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES Index to Consolidated Financial Statements Management’s Report on Internal Control over Financial Reporting ........................................................................................ Reports of Independent Registered Public Accounting Firm (on the Consolidated Financial Statements)............................... Report of Independent Registered Public Accounting Firm (on Internal Control over Financial Reporting) ........................... Consolidated Statements of Financial Condition at December 31, 2019 and 2018 ................................................................... Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017.................................................. Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017 ....................... Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017......... Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017........................................... Notes to Consolidated Financial Statements .............................................................................................................................. Page 62 63 65 66 67 68 69 71 72 - 61 - Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for Financial Institutions, Inc. and its subsidiaries (the “Company”), as such term is defined in Exchange Act Rule 13a-15(f). The Company’s system of internal control over financial reporting has been designed to provide reasonable assurance to the Company’s management and board of directors regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s management has, including the Company’s principal executive officer and principal financial officer as identified below, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019. To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and based on such criteria, we believe that, as of December 31, 2019, the Company’s internal control over financial reporting was effective. RSM US LLP, the Company’s independent registered public accounting firm that audited the Company’s consolidated financial statements as of and for the year ended December 31, 2019 has issued a report on internal control over financial reporting as of December 31, 2019. That report appears herein. /s/ Martin K. Birmingham President and Chief Executive Officer March 4, 2020 /s/ Justin K. Bigham Executive Vice President and Chief Financial Officer March 4, 2020 - 62 - Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Financial Institutions, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial condition of Financial Institutions, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2019, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 4, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ RSM US LLP We have served as the Company’s auditor since 2018. Chicago, Illinois March 4, 2020 - 63 - Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Financial Institutions, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows of Financial Institutions, Inc. and subsidiaries (the Company) for the year ended December 31, 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KPMG LLP We served as the Company’s auditor from 1995 to 2018. Rochester, New York March 14, 2018 - 64 - Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Financial Institutions, Inc. Opinion on the Internal Control Over Financial Reporting We have audited Financial Institutions, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial condition of the Company as of December 31, 2019, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and the related notes to the consolidated financial statements of the Company and our report dated March 4, 2020 expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ RSM US LLP Chicago, Illinois March 4, 2020 - 65 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES Consolidated Statements of Financial Condition (in thousands, except share and per share data) ASSETS Cash and due from banks Securities available for sale, at fair value Securities held to maturity, at amortized cost (fair value of $363,259 and $439,581, respectively) Loans held for sale Loans (net of allowance for loan losses of $30,482 and $33,914, respectively) Company owned life insurance Premises and equipment, net Goodwill and other intangible assets, net Other assets Total assets LIABILITIES AND SHAREHOLDERS’ EQUITY Deposits: Noninterest-bearing demand Interest-bearing demand Savings and money market Time deposits Total deposits Short-term borrowings Long-term borrowings, net of issuance costs of $727 and $798, respectively Other liabilities Total liabilities Commitments and contingencies (Note 12) Shareholders’ equity: Series A 3% preferred stock, $100 par value; 1,533 shares authorized; 1,435 shares issued Series B-1 8.48% preferred stock, $100 par value; 200,000 shares authorized; 171,847 shares issued Total preferred equity Common stock, $0.01 par value; 50,000,000 shares authorized; 16,099,556 and 16,056,178 shares issued, respectively Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock, at cost – 96,657 and 127,580 shares, respectively Total shareholders’ equity Total liabilities and shareholders’ equity See accompanying notes to the consolidated financial statements. December 31, 2019 2018 $ $ $ $ 112,947 417,917 $ $ $ 359,000 4,224 3,190,505 68,942 41,424 74,923 114,296 4,384,178 707,752 627,842 1,039,892 1,180,189 3,555,675 275,500 39,273 74,783 3,945,231 143 17,185 17,328 161 124,582 313,364 (14,513) (1,975) 438,947 4,384,178 $ 102,755 445,677 446,581 2,868 3,052,684 67,116 42,839 76,173 75,005 4,311,698 755,460 622,482 968,897 1,020,068 3,366,907 469,500 39,202 39,796 3,915,405 143 17,185 17,328 161 122,704 279,867 (21,281) (2,486) 396,293 4,311,698 - 66 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES Consolidated Statements of Income (in thousands, except per share data) Interest income: Interest and fees on loans Interest and dividends on investment securities Other interest income Total interest income Interest expense: Deposits Short-term borrowings Long-term borrowings Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income: Service charges on deposits Insurance income ATM and debit card Investment advisory Company owned life insurance Investments in limited partnerships Loan servicing Income from derivative instruments, net Net gain on sale of loans held for sale Net (loss) gain on investment securities Net gain on other assets Net loss on tax credit investments Contingent consideration liability adjustment Other Total noninterest income Noninterest expense: Salaries and employee benefits Occupancy and equipment Professional services Computer and data processing Supplies and postage FDIC assessments Advertising and promotions Amortization of intangibles Goodwill impairment Other Total noninterest expense Income before income taxes Income tax expense Net income Preferred stock dividends Net income available to common shareholders Earnings per common share (Note 18): Basic Diluted Cash dividends declared per common share Weighted average common shares outstanding: Basic Diluted See accompanying notes to the consolidated financial statements. - 67 - $ $ $ $ $ $ 2019 Years ended December 31, 2018 2017 $ $ $ $ $ $ 149,873 18,532 395 168,800 28,494 7,923 2,471 38,888 129,912 8,044 121,868 7,241 4,570 6,779 9,187 1,758 352 432 2,274 1,352 1,677 29 (528) - 5,258 40,381 56,330 18,266 5,424 5,269 2,036 1,005 3,577 1,250 - 9,671 102,828 59,421 10,559 48,862 1,461 47,401 2.97 2.96 1.00 15,972 16,031 $ $ $ $ $ $ 130,703 21,601 428 152,732 19,055 8,342 2,471 29,868 122,864 8,934 113,930 7,120 4,930 6,152 8,123 1,793 1,203 441 972 796 (127) 50 - - 5,025 36,478 54,643 17,338 3,912 5,122 2,032 1,975 3,582 1,257 2,350 8,665 100,876 49,532 10,006 39,526 1,461 38,065 2.39 2.39 0.96 15,910 15,956 106,282 23,755 73 130,110 11,093 3,931 2,471 17,495 112,615 13,361 99,254 7,391 5,266 5,721 6,104 1,781 110 439 131 376 1,260 37 - 1,200 4,914 34,730 48,675 16,293 4,083 4,935 2,003 1,817 2,171 1,170 1,575 7,791 90,513 43,471 9,945 33,526 1,462 32,064 2.13 2.13 0.85 15,044 15,085 FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (in thousands) Net income Other comprehensive income (loss), net of tax: Securities available for sale and transferred securities Hedging derivative instruments Pension and post-retirement obligations Total other comprehensive income (loss), net of tax Comprehensive income Years ended December 31, 2018 2019 2017 $ 48,862 $ 39,526 $ 33,526 9,323 (242) 470 9,551 58,413 $ (4,494) (276) (4,595) (9,365) 30,161 $ 454 - 1,581 2,035 35,561 $ See accompanying notes to the consolidated financial statements. - 68 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES Consolidated Statements of Changes in Shareholders’ Equity Years ended December 31, 2019, 2018 and 2017 (in thousands, except per share data) Balance at January 1, 2017 Comprehensive income: Net income Other comprehensive income, net of tax Common stock issued Purchase of common stock for treasury Repurchase of Series A 3% preferred stock Repurchase of Series B-1 8.48% preferred stock Share-based compensation plans: Share-based compensation Stock options exercised Restricted stock awards issued, net Stock awards Cash dividends declared: Series A 3% Preferred-$3.00 per share Series B-1 8.48% Preferred-$8.48 per share Common-$0.85 per share Balance at December 31, 2017 Comprehensive income: Net income Other comprehensive loss, net of tax Purchase of common stock for treasury Repurchase of Series A 3% preferred stock Share-based compensation plans: Share-based compensation Stock options exercised Restricted stock awards issued, net Stock awards Cash dividends declared: Preferred Equity Common Stock Additional Paid-in Capital $ 17,340 $ 147 $ 81,476 Retained Earnings $ 237,966 Accumulated Other Comprehensive Income (Loss) $ (13,951) $ - - - - (5) (6) - - - - - - 14 - - - - - - - - - 38,289 - 2 - 1,174 5 21 91 33,526 - - - - - - - - - - - - 17,329 $ $ - - - 161 - - - $ 121,058 (4) (1,458) (12,952) $ 257,078 - 2,035 - - - - - - - - - - - $ (11,916) $ - - - (1) - - - - - - - - - - - - - - - - 39,526 - - - - (9,365) - - 1,301 (19) 303 61 - - - - - - - - - - - $ (21,281) $ Treasury Stock (2,924) $ Total Shareholders’ Equity 320,054 - - - (148) - - - 408 (21) 152 33,526 2,035 38,303 (148) (3) (6) 1,174 413 - 243 - - - (2,533) $ (4) (1,458) (12,952) 381,177 - - (113) - - 339 (303) 124 39,526 (9,365) (113) (1) 1,301 320 - 185 - - - (2,486) $ (4) (1,457) (15,276) 396,293 Series A 3% Preferred-$3.00 per share Series B-1 8.48% Preferred-$8.48 per share Common-$0.96 per share Balance at December 31, 2018 - - - 17,328 $ $ - - - 161 - - - $ 122,704 (4) (1,457) (15,276) $ 279,867 Continued on next page See accompanying notes to the consolidated financial statements. - 69 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES Consolidated Statements of Changes in Shareholders’ Equity (Continued) Years ended December 31, 2019, 2018 and 2017 (in thousands, except per share data) Balance at December 31, 2018 Balance carried forward Cumulative-effect adjustment Balance at January 1, 2019 Comprehensive income: Net income Other comprehensive income, net of tax Reclassification of income tax effects Common stock issued Purchase of common stock for treasury Share-based compensation plans: Share-based compensation Restricted stock units released Restricted stock awards issued, net Stock awards Cash dividends declared: Preferred Equity $ 17,328 - 17,328 $ Common Stock $ $ 161 - 161 Additional Paid-in Capital $ 122,704 Retained Earnings $ 279,867 Accumulated Other Comprehensive Income (Loss) $ Treasury Stock Total Shareholders’ Equity (21,281) $ (2,486) $ 396,293 - $ 122,704 (710) $ 279,157 $ - (21,281) $ - (2,486) $ (710) 395,583 - - - - - - - - - - - - - - - - - - - - - 1,151 - 1,406 (554) (165) 40 48,862 - 2,783 - - - - - - - 9,551 (2,783) - - - - - - - - - - (293) - 554 165 85 48,862 9,551 - 1,151 (293) 1,406 - - 125 Series A 3% Preferred-$3.00 per share Series B-1 8.48% Preferred-$8.48 per share Common-$1.00 per share Balance at December 31, 2019 - - - 17,328 $ $ - - - 161 - - - $ 124,582 (4) (1,457) (15,977) $ 313,364 $ - - - (14,513) $ - - - (1,975) $ (4) (1,457) (15,977) 438,947 See accompanying notes to the consolidated financial statements. - 70 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (in thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Years ended December 31, 2018 2017 2019 $ 48,862 $ 39,526 $ 33,526 8,213 2,069 8,044 1,406 369 41,479 (41,626) (1,758) (1,352) (1,677) - (29) (21,263) 14,973 57,710 (195,660) (23,494) 82,358 83,508 178,059 (167,234) 21,077 (68) 360 (3,639) - (24,733) 188,768 (194,000) - - (293) - (1,461) (15,799) (22,785) 10,192 102,755 112,947 $ 6,477 2,456 8,934 1,301 (10,480) 30,547 (29,901) (1,793) (796) 127 2,350 (50) 13,376 3,065 65,139 (44,919) (28,017) 90,114 96,211 29,851 (361,915) - (35) 590 (2,842) (4,447) (225,409) 156,733 23,300 (1) - (113) 320 (1,462) (14,947) 163,830 3,560 99,195 102,755 $ 6,177 3,298 13,361 1,174 12,403 14,555 (15,847) (1,781) (376) (1,260) 1,575 (37) (24,505) 4,016 46,279 (86,434) (71,479) 51,978 96,376 50,084 (404,905) - (52) 234 (7,740) (676) (372,614) 214,952 114,700 (9) 38,303 (148) 413 (1,462) (12,496) 354,253 27,918 71,277 99,195 Depreciation and amortization Net amortization of premiums on securities Provision for loan losses Share-based compensation Deferred income tax expense (benefit) Proceeds from sale of loans held for sale Originations of loans held for sale Income on company owned life insurance Net gain on sale of loans held for sale Net (gain) loss on investment securities Goodwill impairment Net gain on other assets (Increase) decrease in other assets Increase in other liabilities Net cash provided by operating activities Cash flows from investing activities: Purchases of investment securities: Available for sale Held to maturity Proceeds from principal payments, maturities and calls on investment securities: Available for sale Held to maturity Proceeds from sales of securities available for sale Net loan originations Loans sold to others Purchases of company owned life insurance, net of proceeds received Proceeds from sales of other assets Purchases of premises and equipment Cash consideration paid for acquisition, net of cash acquired Net cash used in investing activities Cash flows from financing activities: Net increase in deposits Net increase in short-term borrowings Repurchase of preferred stock Proceeds from issuance of common stock Purchases of common stock for treasury Proceeds from stock options exercised Cash dividends paid to preferred shareholders Cash dividends paid to common shareholders Net cash (used in) provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ See accompanying notes to the consolidated financial statements. - 71 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Financial Institutions, Inc. (individually referred to herein as the “Parent Company” and together with all of its subsidiaries, collectively referred to herein as the “Company”) is a financial holding company organized in 1931 under the laws of New York State (“New York”). At December 31, 2019, the Company conducted its business through its four subsidiaries: Five Star Bank (the “Bank”), a New York chartered bank; SDN Insurance Agency, LLC (“SDN”), a full service insurance agency; and Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”), SEC-registered investment advisory and wealth management firms. The Company provides a full range of banking and related financial services to consumer, commercial and municipal customers through its bank and nonbank subsidiaries. The accounting and reporting policies conform to general practices within the banking industry and to U.S. generally accepted accounting principles (“GAAP”). The Company has evaluated events and transactions for potential recognition or disclosure through the day the financial statements were issued and determined there were no material recognizable subsequent events. The following is a description of the Company’s significant accounting policies. (a.) Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. (b.) Use of Estimates In preparing the consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the statement of financial condition and reported amounts of revenue and expenses during the reporting period. Material estimates relate to the determination of the allowance for loan losses, the carrying value of goodwill and deferred tax assets, and assumptions used in the defined benefit pension plan accounting. These estimates and assumptions are based on management’s best estimates and judgment and are evaluated on an ongoing basis using historical experience and other factors, including the current economic environment. The Company adjusts these estimates and assumptions when facts and circumstances dictate. As future events cannot be determined with precision, actual results could differ significantly from the Company’s estimates. (c.) Cash Flow Reporting Cash and cash equivalents include cash and due from banks, federal funds sold and interest-bearing deposits in other banks. Net cash flows are reported for loans, deposit transactions and short-term borrowings. Supplemental cash flow information is summarized as follows for the years ended December 31 (in thousands): Supplemental information: Cash paid for interest Cash paid for income taxes, net of refunds received Noncash investing and financing activities: Real estate and other assets acquired in settlement of loans Accrued and declared unpaid dividends (Decrease) increase in net unsettled security purchases Securities transferred from held to maturity to available for sale (at cost) Common stock issued for Courier Capital contingent earn-out Assets acquired and liabilities assumed in business combinations: Fair value of assets acquired Fair value of liabilities assumed 2019 2018 2017 $ $ $ $ 37,225 9,853 557 4,365 (2,650) 26,175 1,151 - - $ $ 28,626 3,527 642 4,187 2,650 - - 2,561 128 14,850 13,187 426 3,859 - - - 812 44 - 72 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (d.) Investment Securities Investment securities are classified as either available for sale (“AFS”) or held to maturity (“HTM”). Debt securities that management has the positive intent and ability to hold to maturity are classified as held to maturity and are recorded at amortized cost. Other investment securities are classified as available for sale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported as a component of comprehensive income (loss) and shareholders’ equity. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Securities are evaluated periodically to determine whether a decline in their fair value is other than temporary. Management utilizes criteria such as the current intent to hold or sell the security, the magnitude and duration of the decline and, when appropriate, consideration of negative changes in expected cash flows, creditworthiness, near term prospects of issuers, the level of credit subordination, estimated loss severity, and delinquencies, to determine whether a loss in value is other than temporary. The term “other than temporary” is not intended to indicate that the decline is permanent but indicates that the prospect for a near-term recovery of value is not necessarily favorable. Declines in the fair value of investment securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit issues or concerns, or the security is intended to be sold. The amount of impairment related to non-credit related factors is recognized in other comprehensive income. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. (e.) Loans Held for Sale and Loan Servicing Rights The Company generally makes the determination of whether to identify a mortgage as held for sale at the time the loan is closed based on the Company’s intent and ability to hold the loan. Loans held for sale are recorded at the lower of cost or market computed on the aggregate portfolio basis. The amount by which cost exceeds market value, if any, is accounted for as a valuation allowance with changes included in the determination of results of operations for the period in which the change occurs. The amount of loan origination costs and fees are deferred at origination and recognized as part of the gain or loss on sale of the loans, determined using the specific identification method, in the consolidated statements of income. The Company originates and sells certain residential real estate loans in the secondary market. The Company typically retains the right to service the mortgages upon sale. Mortgage-servicing rights (“MSRs”) represent the cost of acquiring the contractual rights to service loans for others. MSRs are recorded at their fair value at the time a loan is sold and servicing rights are retained. MSRs are reported in other assets in the consolidated statements of financial position and are amortized to noninterest income in the consolidated statements of income in proportion to and over the period of estimated net servicing income. The Company uses a valuation model that calculates the present value of future cash flows to determine the fair value of servicing rights. In using this valuation method, the Company incorporates assumptions to estimate future net servicing income, which include estimates of the cost to service the loan, the discount rate, an inflation rate and prepayment speeds. On a quarterly basis, the Company evaluates its MSRs for impairment and charges any such impairment to current period earnings. In order to evaluate its MSRs the Company stratifies the related mortgage loans on the basis of their predominant risk characteristics, such as interest rates, year of origination and term, using discounted cash flows and market-based assumptions. Impairment of MSRs is recognized through a valuation allowance, determined by estimating the fair value of each stratum and comparing it to its carrying value. Subsequent increases in fair value are adjusted through the valuation allowance, but only to the extent of the valuation allowance. Mortgage loan servicing includes collecting monthly mortgagor payments, forwarding payments and related accounting reports to investors, collecting escrow deposits for the payment of mortgagor property taxes and insurance, paying taxes and insurance from escrow funds when due and administrating foreclosure actions when necessary. Loan servicing income (a component of noninterest income in the consolidated statements of income) consists of fees earned for servicing mortgage loans sold to third parties, net of amortization expense and impairment losses associated with capitalized mortgage servicing assets. (f.) Loans Loans are classified as held for investment when management has both the intent and ability to hold the loan for the foreseeable future, or until maturity or payoff. Loans are carried at the principal amount outstanding, net of any unearned income and unamortized deferred fees and costs on originated loans. Loan origination fees and certain direct loan origination costs are deferred, and the net amount is amortized into net interest income over the contractual life of the related loans or over the commitment period as an adjustment of yield. Interest income on loans is based on the principal balance outstanding computed using the effective interest method. - 73 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) A loan is considered delinquent when a payment has not been received in accordance with the contractual terms. The accrual of interest income for commercial loans is discontinued when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, while the accrual of interest income for retail loans is discontinued when loans reach specific delinquency levels. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments, unless the loan is well secured and in the process of collection. Additionally, if management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management’s practice to place such loans on a nonaccrual status immediately, rather than delaying such action until the loans become 90 days past due. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is reversed, amortization of related deferred loan fees or costs is suspended, and income is recorded only to the extent that interest payments are subsequently received in cash and a determination has been made that the principal balance of the loan is collectible. If collectability of the principal is in doubt, payments received are applied to loan principal. A nonaccrual loan may be returned to accrual status when all delinquent principal and interest payments become current in accordance with the terms of the loan agreement, the borrower has demonstrated a period of sustained performance (generally a minimum of six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The Company’s loan policy dictates the guidelines to be followed in determining when a loan is charged-off. All charge offs are approved by the Bank’s senior loan officers or loan committees, depending on the amount of the charge off, and are reported in aggregate to the Bank’s Board of Directors. Commercial business and commercial mortgage loans are charged-off when a determination is made that the financial condition of the borrower indicates that the loan will not be collectible in the ordinary course of business. Residential mortgage loans and home equities are generally charged-off or written down when the credit becomes severely delinquent and the balance exceeds the fair value of the property less costs to sell. Indirect and other consumer loans, both secured and unsecured, are generally charged-off in full during the month in which the loan becomes 120 days past due, unless the collateral is in the process of repossession in accordance with the Company’s policy. A loan is accounted for as a troubled debt restructuring if the Company, for economic or legal reasons related to the borrower’s financial condition, grants a significant concession to the borrower that it would not otherwise consider. A troubled debt restructuring may involve the receipt of assets from the debtor in partial or full satisfaction of the loan, or a modification of terms such as a reduction of the stated interest rate or face amount of the loan, a reduction of accrued interest, an extension of the maturity date at a stated interest rate lower than the current market rate for a new loan with similar risk, or some combination of these concessions. Troubled debt restructurings generally remain on nonaccrual status until there is a sustained period of payment performance (usually six months or longer) and there is a reasonable assurance that the payments will continue. See Allowance for Loan Losses below for further policy discussion and see Note 5 – Loans for additional information. (g.) Off-Balance Sheet Financial Instruments In the ordinary course of business, the Company enters into off-balance sheet financial instruments consisting of commitments to extend credit, standby letters of credit and financial guarantees. Such financial instruments are recorded in the consolidated financial statements when they are funded or when related fees are incurred or received. The Company periodically evaluates the credit risks inherent in these commitments and establishes loss allowances for such risks if and when these are deemed necessary. The Company recognizes as liabilities the fair value of the obligations undertaken in issuing the guarantees under the standby letters of credit, net of the related amortization at inception. The fair value approximates the unamortized fees received from the customers for issuing the standby letters of credit. The fees are deferred and recognized on a straight-line basis over the commitment period. Standby letters of credit outstanding typically have original terms ranging from one to five years. Fees received for providing loan commitments and letters of credit that result in loans are typically deferred and amortized to interest income over the life of the related loan, beginning with the initial borrowing. Fees on commitments and letters of credit are amortized to other income as banking fees and commissions over the commitment period when funding is not expected. (h.) Allowance for Loan Losses The allowance for loan losses is established through charges to earnings in the form of a provision for loan losses. When a loan or portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the allowance and subsequent recoveries, if any, are credited to the allowance. - 74 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The allowance for loan losses is evaluated on a regular basis and is based upon periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of specific and general components. Specific allowances are established for impaired loans. Impaired commercial business and commercial mortgage loans are individually evaluated and measured for impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, a loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. Regardless of the measurement method, impairment is based on the fair value of the collateral when foreclosure is probable. If the recorded investment in impaired loans exceeds the measure of estimated fair value, a specific allowance is established as a component of the allowance for loan losses. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged-off when deemed uncollectible. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered in determining impairment include payment status 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. The Company determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Large groups of homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures unless the loan has been subject to a troubled debt restructure. At December 31, 2019, there were no commitments to lend additional funds to those borrowers whose loans were classified as impaired. General allowances are established for loan losses on a portfolio basis for loans that are collectively evaluated for impairment. The portfolio is grouped into similar risk characteristics, primarily loan type. The Company applies an estimated loss rate, which considers both look-back and loss emergence periods, to each loan group. The loss rate is based on historical experience, generally using a look-back period of 24 months, and as a result can differ from actual losses incurred in the future. The historical loss rate is adjusted by the loss emergence periods that range from 12 to 32 months depending on the loan type, and for qualitative factors such as; levels and trends of delinquent and non-accruing loans, trends in volume and terms, effects of changes in lending policy, the experience, ability and depth of management, national and local economic trends and conditions, concentrations of credit risk, interest rates, regulatory environment, information risk and collateral risk. The qualitative factors are reviewed at least quarterly and adjustments are made as needed. While management evaluates currently available information in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution’s allowance for loan losses. Such agencies may require the financial institution to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. (i.) Other Real Estate Owned Other real estate owned consists of properties acquired through foreclosure or by acceptance of a deed in lieu of foreclosure. These assets are initially recorded at fair value less estimated costs to sell, which establishes the cost basis. Subsequently, other real estate owned is carried at the lower of the cost basis or fair value less estimated selling costs. At the time of foreclosure, or when foreclosure occurs in-substance, the excess, if any, of the loan over the fair market value of the assets received, less estimated selling costs, is charged to the allowance for loan losses and any subsequent valuation write-downs are charged to other expense. In connection with the determination of the allowance for loan losses and the valuation of other real estate owned, management obtains appraisals for properties. Operating costs associated with the properties are charged to expense as incurred. Gains on the sale of other real estate owned are included in income when title has passed and the sale has met the minimum down payment requirements prescribed by GAAP. The balance of other real estate owned was $468 thousand and $230 thousand at December 31, 2019 and 2018, respectively. - 75 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (j.) Company Owned Life Insurance The Company holds life insurance policies on certain current and former employees. The Company is the owner and beneficiary of the policies. The cash surrender value of these policies is included as an asset on the consolidated statements of financial condition, and any increase in cash surrender value is recorded as noninterest income on the consolidated statements of income. In the event of the death of an insured individual under these policies, the Company would receive a death benefit which would be recorded as noninterest income. (k.) Premises and Equipment Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. The Company generally amortizes buildings and building improvements over a period of 15 to 39 years and software, furniture and equipment over a period of 3 to 10 years. Leasehold improvements are amortized over the shorter of the lease term or the useful life of the improvements. Premises and equipment are periodically reviewed for impairment or when circumstances present indicators of impairment. (l.) Goodwill and Other Intangible Assets The excess of the cost of an acquisition over the fair value of the net assets acquired consists primarily of goodwill, core deposit intangibles, and other identifiable intangible assets. Intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset, or liability. The Company’s intangible assets consist of core deposits and other intangible assets (primarily customer relationships). Core deposit intangible assets are amortized on an accelerated basis over their estimated life of approximately nine and a half years. Other intangible assets are amortized on an accelerated basis over their weighted average estimated life of approximately twenty years. The Company reviews long-lived assets and certain identifiable intangibles for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in which case an impairment charge would be recorded. Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment testing process is conducted by assigning net assets and goodwill to each reporting unit. An initial qualitative evaluation is made to assess the likelihood of impairment and determine whether further quantitative testing to calculate the fair value is necessary. When the qualitative evaluation indicates that impairment is more likely than not, quantitative testing is required whereby the fair value of each reporting unit is calculated and compared to the recorded book value. If the calculated fair value of the reporting unit exceeds its carrying value, then goodwill is not considered impaired. However, if the carrying value of a reporting unit exceeds its calculated fair value, a goodwill impairment charge is recognized. See Note 7 for additional information on goodwill and other intangible assets. (m.) Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) Stock The non-marketable investments in FHLB and FRB stock are included in other assets in the consolidated statements of financial condition at par value or cost and are periodically reviewed for impairment. The dividends received relative to these investments are included in other noninterest income in the consolidated statements of income. As a member of the FHLB system, the Company is required to maintain a specified investment in FHLB of New York (“FHLBNY”) stock in proportion to its volume of certain transactions with the FHLB. FHLBNY stock totaled $14.6 million and $20.3 million as of December 31, 2019 and 2018, respectively. As a member of the FRB system, the Company is required to maintain a specified investment in FRB stock based on a ratio relative to the Company’s capital. FRB stock totaled $6.1 million as of December 31, 2019 and 2018. (n.) Equity Method Investments The Company has investments in limited partnerships, primarily Small Business Investment Companies, and accounts for these investments under the equity method. These investments are included in other assets in the consolidated statements of financial condition and totaled $7.6 million and $6.0 million as of December 31, 2019 and 2018, respectively. - 76 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (o.) Derivative Instruments and Hedging Activities Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative. Changes in fair value of the Company’s derivatives designated in a qualifying hedging relationship are recorded in accumulated other comprehensive income (loss). Changes in fair value of the Company’s derivatives not designated in a qualifying hedging relationship are recognized directly in earnings. In accordance with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. (p.) Treasury Stock Acquisitions of treasury stock are recorded at cost. The reissuance of shares in treasury is recorded at weighted-average cost. (q.) Transfers of Financial Assets Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over financial assets is deemed surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of the right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. (r.) Revenue Recognition ASC 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The majority of our revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans, letters of credit, derivatives and investment securities, as well as revenue related to our loan servicing activities, as these activities are subject to other GAAP. Descriptions of our primary revenue-generating activities that are within the scope of ASC 606, which are presented in our income statements as components of noninterest income are as follows: • • Transactions and service-based revenues - these include service charges on deposits, investment advisory, and ATM and debit card fees. Revenue is recognized when the transactions occur or as services are performed over primarily monthly or quarterly periods. Payment is typically received in the period the transactions occur or, in some cases, within 90 days of the service period. Fees may be fixed or, where applicable, based on a percentage of transaction size or managed assets. Insurance income - Insurance commissions are received on the sale of insurance products, and revenue is recognized upon the placement date of the insurance policies. Payment is normally received within the policy period. In addition to placement, SDN also provides insurance policy related risk management services. Revenue is recognized as these services are provided. (s.) Employee Benefits The Company maintains an employer sponsored 401(k) plan where participants may make contributions in the form of salary deferrals and the Company may provide discretionary matching contributions in accordance with the terms of the plan. Contributions due under the terms of our defined contribution plans are accrued as earned by employees. - 77 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The Company also participates in a non-contributory defined benefit pension plan for certain employees who previously met participation requirements. The Company also provides post-retirement benefits, principally health and dental care, to employees of a previously acquired entity. The Company has closed the pension and post-retirement plans to new participants. The actuarially determined pension benefit is based on years of service and the employee’s highest average compensation during five consecutive years of employment. The Company’s policy is to at least fund the minimum amount required by the Employment Retirement Income Security Act of 1974. The cost of the pension and post-retirement plans are based on actuarial computations of current and future benefits for employees and is charged to noninterest expense in the consolidated statements of income. The Company recognizes an asset or a liability for a plan’s overfunded status or underfunded status, respectively, in the consolidated financial statements and reports changes in the funded status as a component of other comprehensive income, net of applicable taxes, in the year in which changes occur. Effective January 1, 2016, the Company’s 401(k) plan was amended, and the Company’s prior matching contribution was discontinued. Concurrent with the 401(k) plan amendment, the Company’s defined benefit pension plan was amended to modify the current benefit formula to reflect the discontinuance of the matching contribution in the 401(k) plan, to open the defined benefit pension plan up to eligible employees who were hired on and after January 1, 2007, which provides those new participants with a cash balance benefit formula. (t.) Share-Based Compensation Plans Compensation expense for stock options, restricted stock awards and restricted stock units is based on the fair value of the award on the measurement date, which, for the Company, is the date of grant and is recognized ratably over the service period of the award. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The fair value of restricted stock awards and restricted stock units is generally the market price of the Company’s stock on the date of grant. Share-based compensation expense is included in the consolidated statements of income under salaries and employee benefits for awards granted to management and in other noninterest expense for awards granted to directors. (u.) Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is recognized on deferred tax assets if, based upon the weight of available evidence, it is more likely than not that some or all of the assets may not be realized. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company has investments in partnerships that incur qualified expenses related to the rehabilitation of certified structures. At the time that a structure is placed into service, the Company is eligible for federal and New York State tax credits. The federal tax credit impact is recorded as a reduction of income tax expense. For a New York State tax credit generated after January 1, 2015, the amount not used in the current tax year is treated as a refund or overpayment of tax to be credited to next year’s tax. Since the realization of the tax credit does not depend on the Company’s generation of future taxable income or the Company’s ongoing tax status or tax position, the credit is not considered an element of income tax accounting (ASC 740). The Company includes the tax credit in non-interest income as opposed to a reduction of income tax expense. At the time that a structure is placed into service, the Company records a loss on tax credit investments in noninterest income to reduce the investment to the present value of the expected cash flows from its partnership interest. The Company has investments in qualified affordable housing projects that are accounted for using the proportional amortization method. Under that method, the Company amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net amount as a reduction of income tax expense. These tax credit investments are included in other assets in the consolidated statements of financial condition and totaled $16.5 million and $4.5 million as of December 31, 2019 and 2018, respectively. - 78 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (v.) Comprehensive Income (Loss) Comprehensive income (loss) includes all changes in shareholders’ equity during a period, except those resulting from transactions with shareholders. In addition to net income, other components of the Company’s comprehensive income (loss) include the after-tax effect of changes in net unrealized gain / loss on securities available for sale, changes in unrealized gain / loss loss on defined benefit post-retirement plans. on hedging derivative instruments and changes in net actuarial gain / Comprehensive income (loss) is reported in the accompanying consolidated statements of changes in shareholders’ equity and consolidated statements of comprehensive income (loss). See Note 15 - Accumulated Other Comprehensive Income (Loss) for additional information. (w.) Earnings Per Common Share The Company calculates earnings per common share (“EPS”) using the two-class method in accordance with FASB ASC Topic 260, “Earnings Per Share”. The two-class method requires the Company to present EPS as if all of the earnings for the period are distributed to common shareholders and any participating securities, regardless of whether any actual dividends or distributions are made. All outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends are considered participating securities. Basic EPS is computed by dividing distributed and undistributed earnings available to common shareholders by the weighted average number of common shares outstanding for the period. Distributed and undistributed earnings available to common shareholders represent net income reduced by preferred stock dividends and distributed and undistributed earnings available to participating securities. Common shares outstanding include common stock and vested restricted stock awards. Diluted EPS reflects the assumed conversion of all potential dilutive securities. A reconciliation of the weighted-average shares used in calculating basic earnings per common share and the weighted average common shares used in calculating diluted earnings per common share for the reported periods is provided in Note 18 - Earnings Per Common Share. (x.) Reclassifications Certain items in prior financial statements have been reclassified to conform to the current presentation. These reclassifications did not result in any changes to previously reported net income or shareholders’ equity. (y.) Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). ASU 2016-02 establishes a right of use model that requires a lessee to record a right of use asset and a lease liability for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public business entities. In July 2018, ASU 2018-11, Lease (Topic 842): Targeted Improvements was issued to allow companies to choose to recognize the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings rather than recasting prior year results. The adoption of ASU 2016-02, as of January 1, 2019, resulted in an increase of approximately $22.7 million in assets and approximately $23.4 million in liabilities on the Company’s financial statements from recording additional lease contracts where the Company is a lessee. - 79 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for financial assets held at amortized cost basis and available for sale debt securities. Topic 326 eliminates the probable initial recognition threshold in current GAAP and instead, requires an entity to reflect its current estimate of all expected credit losses based on historical experience, current conditions and reasonable and supportable forecasts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the reserve for credit losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those years. We will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 is effective (i.e., modified retrospective approach). As part of the Company’s evaluation process, it has established a steering committee and working group, including individuals from various functional areas, to assess processes and related controls, portfolio segmentation, model development, system The working group has engaged an advisory consultant to assist with documenting the requirements and needed resources. methodologies that are expected to be utilized as well as performing parallel runs. The Company is finalizing policies, controls, processes and disclosures in preparation for the implementation of ASU 2016-13 on the effective date of January 1, 2020. Due to the significant differences in the new authoritative guidance from existing GAAP, the implementation of this ASU is expected to have an impact on the Company’s statements of income and financial condition, and will be impacted by the Company’s loan and securities portfolios’ composition, attributes and quality in addition to prevailing economic conditions and forecasts at the time of adoption. Currently, we estimate that the implementation of this ASU could result in an increase of 15% to 30% in our reserves for credit losses. In March 2017, the FASB issued ASU No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities. These amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments should be applied on a modified retrospective basis, with a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The adoption of ASU 2017-08, as of January 1, 2019, did not have a significant impact on the Company’s financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities. These amendments: (a) expand and refine hedge accounting for both financial and non- financial risk components, (b) align the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and (c) include certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments related to cash flow and net investment hedges existing at the date of adoption should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to presentation and disclosure should be applied prospectively. The adoption of ASU 2017-12, as of January 1, 2019, did not have a significant impact on the Company’s financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the TCJ Act. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption was permitted, including adoption in any interim period. The amendments should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the federal corporate income tax rate in the TCJ Act is recognized. The adoption of ASU 2018-02, as of January 1, 2019, resulted in the Company reclassifying approximately $2.8 million from accumulated other comprehensive income (loss) to retained earnings. - 80 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. With respect to Topic 815, Derivatives and Hedging, ASU 2019-04 clarifies that the reclassification of a debt security from HTM to AFS under the transition guidance in ASU 2017-12 would not (1) call into question the classification of other HTM securities, (2) be required to actually designate any reclassified security in a last-of-layer hedge, or (3) be restricted from selling any reclassified security. As part of the transition of ASU 2019-04, entities may reclassify securities that would qualify for designation as the hedged item in a last-of-layer hedging relationship from HTM to AFS; however, entities that already made such a reclassification upon their adoption of ASU 2017-12 are precluded from reclassifying additional securities. The Company did not reclassify any securities from HTM to AFS upon adoption of ASU 2017-12. The Company elected to early adopt the amendments to Topic 815 in December 2019, resulting in the reclassification of $26.2 million of qualified investment securities from HTM to AFS. With respect to Topic 326, Financial Instruments - Credit Losses, ASU 2019-04 clarifies the scope of the credit losses standard and addresses issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other things. With respect to Topic 825, Financial Instruments, on recognizing and measuring financial instruments, ASU 2019-04 addresses the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. The amendments to Topic 326 have the same effective date as ASU 2016-13 (i.e., January 1, 2020). The Company is finalizing its evaluation of the potential impact of these Topic 326 amendments on the Company’s Consolidated Financial Statements. The amendments to Topic 825 are effective for interim and annual reporting periods beginning after December 15, 2019 and are not expected to have a material impact on the Company’s Consolidated Financial Statements. - 81 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (2.) BUSINESS COMBINATIONS 2018 Activity - HNP Capital Acquisition On June 1, 2018, the Company completed the acquisition of HNP Capital, a Securities and Exchange Commission (“SEC”)-registered investment advisor with approximately $344 million in assets under management as of June 30, 2018. Consideration for the acquisition totaled $5.1 million in cash. As a result of the acquisition, the Company recorded goodwill of $2.6 million and other intangible assets of $2.5 million. The goodwill and other intangible assets are expected to be deductible for income tax purposes. The allocation of acquisition cost to the assets acquired and liabilities assumed and pro forma results of operations for this acquisition have not been presented because the effect of this acquisition was not material to the Company’s consolidated financial statements. 2017 Activity - Robshaw & Julian Acquisition On August 31, 2017, Courier Capital completed the acquisition of the assets of Robshaw & Julian Associates, Inc. (“Robshaw & Julian”), a registered investment advisor with approximately $175 million in assets under management, which increased Courier Capital’s total assets under management to a total of approximately $1.6 billion. Consideration for the acquisition included cash and potential future cash bonuses contingent upon achievement of certain revenue performance targets through August 2020. As a result of the acquisition, Courier Capital recorded goodwill of $1.0 million and other intangible assets of $810 thousand. The goodwill and other intangible assets are expected to be deductible for income tax purposes. The allocation of acquisition cost to the assets acquired and liabilities assumed and pro forma results of operations for this acquisition have not been presented because the effect of this acquisition was not material to the Company’s consolidated financial statements. - 82 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (3.) INVESTMENT SECURITIES The amortized cost and fair value of investment securities are summarized below (in thousands). December 31, 2019 Securities available for sale: U.S. Government agencies and government sponsored enterprises Mortgage-backed securities: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Collateralized mortgage obligations: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Privately issued Total mortgage-backed securities Total available for sale securities Securities held to maturity: State and political subdivisions Mortgage-backed securities: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Collateralized mortgage obligations: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Total mortgage-backed securities Total held to maturity securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value $ 26,440 $ 437 $ - $ 26,877 293,873 52,733 14,065 23,834 4,907 - 389,412 415,852 192,215 12,049 6,995 45,758 41,561 49,389 11,033 166,785 359,000 $ $ $ $ $ $ 2,263 318 60 - - 618 3,259 3,696 3,803 227 77 306 150 307 12 1,079 4,882 $ $ $ 1,380 172 4 57 18 - 1,631 1,631 - 6 47 128 256 103 83 623 623 $ $ $ 294,756 52,879 14,121 23,777 4,889 618 391,040 417,917 196,018 12,270 7,025 45,936 41,455 49,593 10,962 167,241 363,259 December 31, 2018 Securities available for sale: U.S. Government agencies and government sponsored enterprises Mortgage-backed securities: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Collateralized mortgage obligations: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Privately issued Total mortgage-backed securities Total available for sale securities $ 155,102 $ - $ 3,074 $ 152,028 258,984 35,962 5,364 133 37 - 300,480 455,582 $ $ 44 13 21 - - 767 845 845 $ 6,325 1,275 76 - - - 7,676 10,750 $ 252,703 34,700 5,309 133 37 767 293,649 445,677 - 83 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (3.) INVESTMENT SECURITIES (Continued) December 31, 2018 (continued) Securities held to maturity: State and political subdivisions Mortgage-backed securities: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Collateralized mortgage obligations: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Total mortgage-backed securities Total held to maturity securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value $ 234,845 $ 876 $ 1,211 $ 234,510 11,602 4,583 37,450 62,103 78,200 17,798 211,736 446,581 $ $ 8 - 14 1 - - 23 899 $ 261 193 923 2,179 2,597 535 6,688 7,899 $ 11,349 4,390 36,541 59,925 75,603 17,263 205,071 439,581 Investment securities with a total fair value of $676.9 million and $751.0 million at December 31, 2019 and 2018, respectively, were pledged as collateral to secure public deposits and for other purposes required or permitted by law. Interest and dividends on securities for the years ended December 31 are summarized as follows (in thousands): 2019 2018 2017 Taxable interest and dividends Tax-exempt interest and dividends Total interest and dividends on securities $ $ 14,382 4,150 18,532 Sales of securities available for sale for the years ended December 31 were as follows (in thousands): Proceeds from sales Gross realized gains Gross realized losses $ 2019 178,059 2,391 714 $ $ $ 16,510 5,091 21,601 2018 29,851 73 200 $ $ $ 17,886 5,869 23,755 2017 50,084 1,266 6 - 84 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (3.) INVESTMENT SECURITIES (Continued) The scheduled maturities of securities available for sale and securities held to maturity at December 31, 2019 are shown below (in thousands). Actual expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Debt securities available for sale: Due in one year or less Due from one to five years Due after five years through ten years Due after ten years Total available for sale securities Debt securities held to maturity: Due in one year or less Due from one to five years Due after five years through ten years Due after ten years Total held to maturity securities Amortized Cost Fair Value $ $ $ $ - 64,382 167,809 183,661 415,852 54,606 124,235 34,838 145,321 359,000 $ $ $ $ - 65,028 168,755 184,134 417,917 54,937 127,172 35,494 145,656 363,259 - 85 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (3.) INVESTMENT SECURITIES (Continued) Unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31 are summarized as follows (in thousands): December 31, 2019 Securities available for sale: U.S. Government agencies and government sponsored enterprises Mortgage-backed securities: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Collateralized mortgage obligations: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Total mortgage-backed securities Total available for sale securities Securities held to maturity: State and political subdivisions Mortgage-backed securities: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Collateralized mortgage obligations: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Total mortgage-backed securities Total held to maturity securities Total temporarily impaired securities December 31, 2018 Securities available for sale: U.S. Government agencies and government sponsored enterprises Mortgage-backed securities: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Collateralized mortgage obligations: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Total mortgage-backed securities Total available for sale securities Less than 12 months Fair Value Unrealized Losses 12 months or longer Fair Value Unrealized Losses Total Fair Value Unrealized Losses $ - $ - $ - $ - $ - $ - 1,277 11 4 57 18 1,367 1,367 - 6 19 61 40 30 72 228 228 1,595 - 1 - - - - 1 1 7,196 9,409 - 8 - 16,613 16,613 - - 2,598 5,625 13,486 7,988 892 30,589 30,589 47,202 $ $ 103 161 - - - 264 264 - - 28 67 216 73 11 395 395 659 111,830 19,756 533 8,811 4,889 145,819 145,819 - 2,388 5,565 16,780 22,606 23,115 9,652 80,106 80,106 $ 225,925 $ 1,380 172 4 57 18 1,631 1,631 - 6 47 128 256 103 83 623 623 2,254 $ 152,028 $ 3,074 $ 152,028 $ 3,074 247,615 33,918 4,667 56 6 286,262 438,290 6,324 1,275 76 - - 7,675 10,749 247,866 33,918 4,667 56 6 286,513 438,541 6,325 1,275 76 - - 7,676 10,750 104,634 10,347 533 8,803 4,889 129,206 129,206 - 2,388 2,967 11,155 9,120 15,127 8,760 49,517 49,517 $ 178,723 $ $ - $ 251 - - - - 251 251 - 86 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (3.) INVESTMENT SECURITIES (Continued) Less than 12 months Fair Value Unrealized Losses 12 months or longer Fair Value Unrealized Losses Total Fair Value Unrealized Losses December 31, 2018 (continued) Securities held to maturity: State and political subdivisions Mortgage-backed securities: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Collateralized mortgage obligations: Federal National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Total mortgage-backed securities Total held to maturity securities Total temporarily impaired securities $ 35,751 1,518 1,467 11,783 - - - 14,768 50,519 50,770 $ 91 3 5 82 - - - 90 181 182 49,534 1,120 85,285 1,211 8,695 2,923 22,516 57,973 75,603 17,263 184,973 234,507 $ 672,797 $ 258 188 841 2,179 2,597 535 6,598 7,718 18,467 10,213 4,390 34,299 57,973 75,603 17,263 199,741 285,026 $ 723,567 $ 261 193 923 2,179 2,597 535 6,688 7,899 18,649 The total number of security positions in the investment portfolio in an unrealized loss position at December 31, 2019 was 91 compared to 571 at December 31, 2018. At December 31, 2019, the Company had positions in 34 investment securities with a fair value of $47.2 million and a total unrealized loss of $659 thousand that have been in a continuous unrealized loss position for more than 12 months. At December 31, 2019, there were a total of 57 securities positions in the Company’s investment portfolio with a fair value of $178.7 million and a total unrealized loss of $1.6 million that had been in a continuous unrealized loss position for less than 12 months. At December 31, 2018, the Company had positions in 435 investment securities with a fair value of $672.8 million and a total unrealized loss of $18.5 million that have been in a continuous unrealized loss position for more than 12 months. At December 31, 2018, there were a total of 136 securities positions in the Company’s investment portfolio with a fair value of $50.8 million and a total unrealized loss of $182 thousand that had been in a continuous unrealized loss position for less than 12 months. The unrealized loss on investment securities was predominantly caused by changes in market interest rates subsequent to purchase. The fair value of most of the investment securities in the Company’s portfolio fluctuates as market interest rates change. The Company reviews investment securities on an ongoing basis for the presence of other than temporary impairment (“OTTI”) with formal reviews performed quarterly. When evaluating debt securities for OTTI, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intention to sell the debt security or whether it is more likely than not that it will be required to sell the debt security before its anticipated recovery. The assessment of whether OTTI exists involves a high degree of subjectivity and judgment and is based on the information then available to management. There was no impairment recorded during the years ended December 31, 2019, 2018 and 2017. Based on management’s review and evaluation of the Company’s debt securities as of December 31, 2019, the debt securities with unrealized losses were not considered to be OTTI. As of December 31, 2019, the Company did not intend to sell any of the securities in a loss position and believes that it is not likely that it will be required to sell any such securities before the anticipated recovery of amortized cost. Accordingly, as of December 31, 2019, management has concluded that unrealized losses on its investment securities are temporary and no further impairment loss has been realized in the Company’s consolidated statements of income. - 87 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (4.) LOANS HELD FOR SALE AND LOAN SERVICING RIGHTS Loans held for sale were entirely comprised of residential real estate loans and totaled $4.2 million and $2.9 million as of December 31, 2019 and 2018, respectively. The Company sells certain qualifying newly originated or refinanced residential real estate loans on the secondary market. Residential real estate loans serviced for others, which are not included in the consolidated statements of financial condition, amounted to $189.8 million and $171.5 million as of December 31, 2019 and 2018, respectively. In connection with these mortgage-servicing activities, the Company administered escrow and other custodial funds which amounted to approximately $3.9 million and $3.7 million as of December 31, 2019 and 2018, respectively. The activity in capitalized loan servicing assets is summarized as follows for the years ended December 31 (in thousands): 2019 2018 2017 Mortgage servicing assets, beginning of year Originations Amortization Mortgage servicing assets, end of year Valuation allowance Mortgage servicing assets, net, end of year (5.) LOANS $ $ 1,021 349 (242) 1,128 - 1,128 $ $ 990 298 (267) 1,021 - 1,021 The Company’s loan portfolio consisted of the following at December 31 (in thousands): 2019 Commercial business Commercial mortgage Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total Allowance for loan losses Total loans, net 2018 Commercial business Commercial mortgage Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total Allowance for loan losses Total loans, net Principal Amount Outstanding Net Deferred Loan (Fees) Costs $ $ $ $ 571,222 1,108,315 560,717 101,048 822,179 15,984 3,179,465 557,040 960,265 514,981 106,712 888,732 16,590 3,044,320 $ $ $ $ 818 (2,032) 11,633 3,070 27,873 160 41,522 821 (2,071) 9,174 3,006 31,185 163 42,278 - 88 - $ $ $ $ $ $ 1,077 231 (318) 990 - 990 Loans, Net 572,040 1,106,283 572,350 104,118 850,052 16,144 3,220,987 (30,482) 3,190,505 557,861 958,194 524,155 109,718 919,917 16,753 3,086,598 (33,914) 3,052,684 FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (5.) LOANS (Continued) The Company’s significant concentrations of credit risk in the loan portfolio relate to a geographic concentration in the communities that the Company serves. Certain executive officers, directors and their business interests are customers of the Company. Transactions with these parties are based on the same terms as similar transactions with unrelated third parties and do not carry more than normal credit risk. Borrowings by these related parties amounted to $18.6 million and $10.3 million at December 31, 2019 and 2018, respectively. During 2019, new borrowings amounted to $9.8 million (including borrowings of executive officers and directors that were outstanding at the time of their appointment), and repayments and other reductions were $1.6 million. Past Due Loans Aging The Company’s recorded investment, by loan class, in current and nonaccrual loans, as well as an analysis of accruing delinquent loans is set forth as of December 31 (in thousands): 2019 Commercial business Commercial mortgage Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total loans, gross 2018 Commercial business Commercial mortgage Residential real estate loans Residential real estate lines Consumer indirect Other consumer Total loans, gross 30-59 Days Past Due 60-89 Days Past Due Greater Than 90 Days Total Past Due Nonaccrual Current Total Loans $ $ $ $ 361 $ 531 929 231 3,729 116 5,897 $ 227 $ 574 1,295 102 2,424 139 4,761 $ - $ - 114 37 1,019 8 1,178 $ 1 $ - 242 - 698 3 944 $ - $ - - - - 6 6 $ - $ - - - - 8 8 $ 361 $ 531 1,043 268 4,748 130 7,081 $ 228 $ 574 1,537 102 3,122 150 5,713 $ 1,177 $ 569,684 $ 571,222 1,108,315 3,146 1,104,638 560,717 2,484 557,190 101,048 102 100,678 822,179 1,725 815,706 15,984 - 15,854 8,634 $3,163,750 $3,179,465 1,586 2,391 255 1,989 - 912 $ 555,900 $ 557,040 960,265 958,105 514,981 511,053 106,712 106,355 888,732 883,621 16,590 16,440 7,133 $3,031,474 $3,044,320 There were no loans past due greater than 90 days and still accruing interest as of December 31, 2019 and 2018. There were $6 thousand and $8 thousand in consumer overdrafts which were past due greater than 90 days as of December 31, 2019 and 2018, respectively. Consumer overdrafts are overdrawn deposit accounts which have been reclassified as loans but by their terms do not accrue interest. Interest income on nonaccrual loans, if recognized, is recorded using the cash basis method of accounting. There was no interest income recognized on nonaccrual loans during the years ended December 31, 2019, 2018 and 2017. For the years ended December 31, 2019, 2018 and 2017, estimated interest income of $508 thousand, $294 thousand, and $481 thousand, respectively, would have been recorded if all such loans had been accruing interest according to their original contractual terms. Troubled Debt Restructurings A modification of a loan constitutes a troubled debt restructuring (“TDR”) when a borrower is experiencing financial difficulty and the modification constitutes a concession. Commercial loans modified in a TDR may involve temporary interest-only payments, term extensions, reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, collateral concessions, forgiveness of principal, forbearance agreements, or substituting or adding a new borrower or guarantor. There were no loans modified as a TDR during the years ended December 31, 2019 and 2018. - 89 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (5.) LOANS (Continued) There were no loans modified as a TDR during the years ended December 31, 2019 and 2018 that defaulted during the year ended December 31, 2019. For purposes of this disclosure, a loan modified as a TDR is considered to have defaulted when the borrower becomes 90 days past due. Impaired Loans Management has determined that specific commercial loans on nonaccrual status and all loans that have had their terms restructured in a troubled debt restructuring are impaired loans. The following table presents the recorded investment, unpaid principal balance and related allowance of impaired loans as well as average recorded investment and interest income recognized on impaired loans at December 31 (in thousands): 2019 With no related allowance recorded: Commercial business Commercial mortgage With an allowance recorded: Commercial business Commercial mortgage 2018 With no related allowance recorded: Commercial business Commercial mortgage With an allowance recorded: Commercial business Commercial mortgage Recorded Investment (1) Unpaid Principal Balance (1) Related Allowance Average Recorded Investment Interest Income Recognized $ $ $ $ 563 973 1,536 614 2,173 2,787 4,323 319 2,013 2,332 725 21 746 3,078 $ $ $ $ 775 1,749 2,524 614 2,173 2,787 5,311 487 2,789 3,276 725 21 746 4,022 $ $ $ $ - - - 214 479 693 693 - - - 205 1 206 206 $ $ $ $ 411 1,701 2,112 1,207 1,825 3,032 5,144 1,156 692 1,848 2,458 1,936 4,394 6,242 $ $ $ $ - - - - - - - - - - - - - - (1) Difference between recorded investment and unpaid principal balance represents partial charge-offs. Credit Quality Indicators The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors such as the fair value of collateral. The Company analyzes commercial business and commercial mortgage loans individually by classifying the loans as to credit risk. Risk ratings are updated any time the situation warrants. The Company uses the following definitions for risk ratings: Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date. Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. - 90 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (5.) LOANS (Continued) Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Loans not meeting the criteria above that are analyzed individually as part of the process described above are considered “uncriticized” or pass-rated loans and are included in groups of homogeneous loans with similar risk and loss characteristics. Loans that do not meet the criteria above that are analyzed individually as part of the process described above are considered “uncriticized” or pass-rated loans and are included in groups of homogeneous loans with similar risk and loss characteristics. The following table sets forth the Company’s commercial loan portfolio, categorized by internally assigned asset classification, as of December 31 (in thousands): 2019 Uncriticized Special mention Substandard Doubtful Total 2018 Uncriticized Special mention Substandard Doubtful Total Commercial Business Commercial Mortgage $ $ $ $ 544,406 7,933 18,883 - 571,222 531,756 16,499 8,785 - 557,040 $ $ $ $ 1,098,133 4,098 6,084 - 1,108,315 943,991 10,633 5,641 - 960,265 The Company utilizes payment status as a means of identifying and reporting problem and potential problem retail loans. The Company considers nonaccrual loans and loans past due greater than 90 days and still accruing interest to be non-performing. The following table sets forth the Company’s retail loan portfolio, categorized by payment status, as of December 31 (in thousands): 2019 Performing Non-performing Total 2018 Performing Non-performing Total Residential Real Estate Loans Residential Real Estate Lines Consumer Indirect Other Consumer $ $ $ $ 558,233 2,484 560,717 512,590 2,391 514,981 $ $ $ $ 100,946 102 101,048 106,457 255 106,712 $ $ $ $ 820,454 1,725 822,179 886,743 1,989 888,732 $ $ $ $ 15,978 6 15,984 16,582 8 16,590 - 91 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (5.) LOANS (Continued) Allowance for Loan Losses The following tables set forth the changes in the allowance for loan losses for the years ended December 31 (in thousands): Commercial Business Commercial Mortgage Residential Real Estate Loans Residential Real Estate Lines Consumer Indirect Other Consumer Total 2019 Allowance for loan losses: Beginning balance Charge-offs Recoveries Provision (credit) Ending balance Evaluated for impairment: Individually Collectively Loans: Ending balance Evaluated for impairment: Individually Collectively 2018 Allowance for loan losses: Beginning balance Charge-offs Recoveries Provision (credit) Ending balance Evaluated for impairment: Individually Collectively Loans: Ending balance Evaluated for impairment: Individually Collectively $ $ $ $ $ $ $ $ $ $ $ $ $ $ 14,312 $ (2,481) 492 (965) 11,358 $ 5,219 $ (2,997) 17 3,442 5,681 $ 1,112 $ (340) 43 244 1,059 $ 210 $ (13) 6 (85) 118 $ 12,572 $ (10,810) 5,390 4,700 11,852 $ 489 $ (1,170) 387 708 414 $ 33,914 (17,811) 6,335 8,044 30,482 214 $ 11,144 $ 479 $ 5,202 $ - $ 1,059 $ - $ 118 $ - $ 11,852 $ - $ 414 $ 693 29,789 571,222 $ 1,108,315 $ 560,717 $ 101,048 $ 822,179 $ 15,984 $3,179,465 1,177 $ 3,146 $ 570,045 $ 1,105,169 $ - $ 560,717 $ - $ - $ 101,048 $ 822,179 $ - $ 4,323 15,984 $3,175,142 15,668 $ (2,319) 509 454 14,312 $ 3,696 $ (1,020) 13 2,530 5,219 $ 1,322 $ (95) 159 (274) 1,112 $ 180 $ (142) 20 152 210 $ 13,415 $ (10,850) 5,024 4,983 12,572 $ 391 $ (1,308) 317 1,089 489 $ 34,672 (15,734) 6,042 8,934 33,914 205 $ 14,107 $ 1 $ 5,218 $ - $ 1,112 $ - $ 210 $ - $ 12,572 $ - $ 489 $ 206 33,708 557,040 $ 960,265 $ 514,981 $ 106,712 $ 888,732 $ 16,590 $3,044,320 1,044 $ 555,996 $ 2,034 $ 958,231 $ - $ 514,981 $ - $ - $ 106,712 $ 888,732 $ - $ 3,078 16,590 $3,041,242 - 92 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 Commercial Business Commercial Mortgage Residential Mortgage Home Equity Consumer Indirect Other Consumer Total $ $ $ $ $ $ $ 7,225 $ (3,614) 416 11,641 15,668 $ 10,315 $ (10) 262 (6,871) 3,696 $ 1,478 $ (431) 130 145 1,322 $ 303 $ (106) 60 (77) 180 $ 11,311 $ (10,164) 4,444 7,824 13,415 $ 302 $ (926) 316 699 391 $ 30,934 (15,251) 5,628 13,361 34,672 2,001 $ 13,667 $ 107 $ 3,589 $ - $ 1,322 $ - $ 180 $ - $ 13,415 $ - $ 391 $ 2,108 32,564 449,763 $ 810,851 $ 457,761 $ 113,422 $ 845,682 $ 17,443 $2,694,922 5,322 $ 444,441 $ 2,852 $ 807,999 $ - $ - $ 457,761 $ 113,422 $ 845,682 $ - $ - $ 8,174 17,443 $2,686,748 (5.) LOANS (Continued) 2017 Allowance for loan losses: Beginning balance Charge-offs Recoveries Provision Ending balance Evaluated for impairment: Individually Collectively Loans: Ending balance Evaluated for impairment: Individually Collectively Risk Characteristics Commercial business loans primarily consist of loans to small to mid-sized businesses in our market area in a diverse range of industries. These loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value. The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any. Commercial mortgage loans generally have larger balances and involve a greater degree of risk than residential mortgage loans, potentially resulting in higher potential losses on an individual customer basis. Loan repayment is often dependent on the successful operation and management of the properties, as well as on the collateral securing the loan. Economic events or conditions in the real estate market could have an adverse impact on the cash flows generated by properties securing the Company’s commercial real estate loans and on the value of such properties. Residential real estate loans (comprised of conventional mortgages and home equity loans) and residential real estate lines (comprised of home equity lines) are generally made based on the borrower’s ability to make repayment from his or her employment and other income but are secured by real property whose value tends to be more easily ascertainable. Credit risk for these types of loans is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral. Consumer indirect and other consumer loans may entail greater credit risk than residential mortgage loans and home equities, particularly in the case of other consumer loans which are unsecured or, in the case of indirect consumer loans, secured by depreciable assets, such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances such as job loss, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. - 93 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (6.) PREMISES AND EQUIPMENT, NET Major classes of premises and equipment at December 31 are summarized as follows (in thousands): Land and land improvements Buildings and leasehold improvements Furniture, fixtures, equipment and vehicles Premises and equipment Accumulated depreciation and amortization Premises and equipment, net 2019 2018 $ $ 6,022 56,164 40,026 102,212 (60,788) 41,424 $ $ 6,003 54,059 39,323 99,385 (56,546) 42,839 Depreciation and amortization expense relating to premises and equipment, included in occupancy and equipment expense in the consolidated statements of income, amounted to $5.0 million, $5.1 million and $4.9 million for the years ended December 31, 2019, 2018 and 2017, respectively. (7.) GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performs its annual impairment test of goodwill as of October 1st of each year. See Note 1 for the Company’s accounting policy for goodwill and other intangible assets. The results of the Company’s 2019 annual impairment test indicated no impairment; consequently, no goodwill impairment charge was recorded in 2019. Based on its qualitative assessment performed during the 2018 annual impairment test, the Company concluded it was more likely than not that the fair value of its SDN reporting unit was less than its carrying value. Accordingly, the Company performed a quantitative assessment review for possible goodwill impairment. Under our quantitative assessment review for goodwill impairment, the fair value of the SDN reporting unit was calculated using income and market-based approaches. Based on this assessment, it was determined that the carrying value of our SDN reporting unit exceeded its fair value. Therefore, the Company recorded a goodwill impairment charge related to the SDN reporting unit of $2.4 million during the quarter ended December 31, 2018. The Company completed an evaluation of the contingent earn out liability related to its 2014 acquisition of SDN during the second quarter of 2017, resulting in a contingent consideration liability adjustment of $1.2 million. Based on this event, a goodwill impairment test was also performed in the second quarter of 2017. Based on its qualitative assessment, the Company concluded it was more likely than not that the fair value of its SDN reporting unit was less than its carrying value. Accordingly, the Company performed a quantitative assessment review for possible goodwill impairment. Under our quantitative assessment review for goodwill impairment, the fair value of the SDN reporting unit was calculated using income and market-based approaches. Based on this assessment, it was determined that the carrying value of our SDN reporting unit exceeded its fair value. Therefore, the Company recorded a goodwill impairment charge related to the SDN reporting unit of $1.6 million during the quarter ended June 30, 2017. The results of the Company’s 2018 annual impairment test indicated no impairment for its Banking segment, its Courier Capital reporting unit or its HNP Capital reporting unit; consequently, no goodwill impairment charge for any of them were recorded in 2018. The results of the Company’s 2017 annual impairment test indicated no impairment for its Banking segment or its Courier Capital reporting unit; consequently, no goodwill impairment charge for either was recorded in 2017. In addition, the Company’s 2017 annual impairment test indicated no additional impairment for the SDN reporting unit. Declines in the market value of the Company’s publicly traded stock price or declines in the Company’s ability to generate future cash flows may increase the potential that goodwill recorded on the Company’s consolidated statement of financial condition be designated as impaired and that the Company may incur a goodwill write-down in the future. - 94 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (7.) GOODWILL AND OTHER INTANGIBLE ASSETS (Continued) The change in the balance for goodwill during the years ended December 31 was as follows (in thousands): Balance, January 1, 2018 Impairment Acquisition Balance, December 31, 2018 Impairment Acquisition Balance, December 31, 2019 Other Intangible Assets Banking 48,536 - - 48,536 - - 48,536 $ $ Non-Banking 17,304 $ (2,350) 2,572 17,526 - - 17,526 $ $ $ Total 65,840 (2,350) 2,572 66,062 - - 66,062 The Company has other intangible assets that are amortized, consisting of core deposit intangibles and other intangibles (primarily related to customer relationships). Changes in the gross carrying amount, accumulated amortization and net book value for the years ended December 31 were as follows (in thousands): Core deposit intangibles: Gross carrying amount Accumulated amortization Net book value Other intangibles: Gross carrying amount Accumulated amortization Net book value 2019 2018 $ $ $ $ 2,042 (1,944) 98 13,883 (5,120) 8,763 $ $ $ $ 2,042 (1,829) 213 13,883 (3,985) 9,898 Core deposit intangibles and other intangibles amortization expense was $115 thousand and $1.1 million, respectively, for the year ended December 31, 2019. Core deposit intangibles and other intangibles amortization expense was $160 thousand and $1.1 million, respectively, for the year ended December 31, 2018. Core deposit intangibles and other intangibles amortization expense was $205 thousand and $965 thousand, respectively, for the year ended December 31, 2017. Estimated amortization expense of other intangible assets for each of the next five years is as follows (in thousands): 2020 2021 2022 2023 2024 $ 1,134 1,014 923 852 783 - 95 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (8.) LEASES Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”), establishes a right of use model that requires a lessee to record a right of use asset and a lease liability for all leases with terms longer than 12 months. The Company is obligated under a number of non-cancellable operating lease agreements for land, buildings and equipment with terms, including renewal options reasonably certain to be exercised, extending through 2047. One building lease is subleased for terms extending through 2021. The following table represents the consolidated statements of financial condition classification of the Company’s right of use assets and lease liabilities as of December 31 (in thousands): Operating Lease Right of Use Assets: Gross carrying amount Accumulated amortization Net book value Operating Lease Liabilities: Right of use lease obligations Balance Sheet Location Other assets Other assets Other liabilities 2019 2018 $ $ $ 23,224 (1,861) 21,363 $ $ 22,800 $ — — — — The weighted average remaining lease term for operating leases was 21.7 years at December 31, 2019 and the weighted-average discount rate used in the measurement of operating lease liabilities was 3.80%. The Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term for the discount rate. The following table represents lease costs and other lease information for the years ended December 31 (in thousands): Lease Costs: Operating lease costs Variable lease costs (1) Sublease income Net lease costs Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases Initial recognition of operating lease right of use assets Initial recognition of operating lease liabilities Right of use assets obtained in exchange for new operating lease liabilities 2019 2018 2017 $ $ $ $ $ $ 2,758 428 (46) 3,140 2,641 23,275 23,985 620 $ $ $ $ $ $ — $ — — — $ — $ — $ — $ — $ — — — — — — — — (1) Variable lease costs primarily represent variable payments such as common area maintenance, insurance, taxes and utilities. Rent expense relating to operating leases, included in occupancy and equipment expense in the statements of income, was $2.9 million and $2.6 million in 2018 and 2017, respectively. - 96 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (8.) LEASES (Continued) Future minimum payments under non-cancellable operating leases with initial or remaining terms of one year or more are as follows at December 31, 2019 (in thousands): Year ended December 31, 2020 2021 2022 2023 2024 Thereafter Total future minimum operating lease payments Amounts representing interest Present value of net future minimum operating lease payments $ $ 2,523 2,308 1,857 1,493 1,182 25,931 35,294 (12,494) 22,800 - 97 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (9.) DEPOSITS A summary of deposits as of December 31 are as follows (in thousands): Noninterest-bearing demand Interest-bearing demand Savings and money market Time deposits, due: Within one year One to two years Two to three years Three to four years Four to five years Thereafter Total time deposits Total deposits 2019 2018 $ $ 707,752 627,842 1,039,892 1,099,488 60,868 14,869 3,251 1,708 5 1,180,189 3,555,675 $ $ 755,460 622,482 968,897 871,007 91,028 40,151 15,956 1,921 5 1,020,068 3,366,907 Time deposits in denominations of $250,000 or more at December 31, 2019 and 2018 amounted to $287.0 million and $209.6 million, respectively. Interest expense by deposit type for the years ended December 31 is summarized as follows (in thousands): Interest-bearing demand Savings and money market Time deposits Total interest expense on deposits (10.) BORROWINGS 2019 2018 2017 $ $ 1,372 4,365 22,757 28,494 $ $ 1,067 2,887 15,101 19,055 $ $ 897 1,487 8,709 11,093 The Company classifies borrowings as short-term or long-term in accordance with the original terms of the applicable agreement. Outstanding borrowings consisted of the following as of December 31 (in thousands): Short-term borrowings: Short-term FHLB borrowings Other Total short-term borrowings Long-term borrowings: Subordinated notes, net Total borrowings Short-term borrowings 2019 2018 $ $ 275,500 - 275,500 39,273 314,773 $ $ 405,500 64,000 469,500 39,202 508,702 Short-term FHLB borrowings have original maturities of less than one year and include overnight borrowings which we typically utilize to address short term funding needs as they arise. Short-term FHLB borrowings at December 31, 2019 consisted of $10.0 million in overnight borrowings and $265.5 million in short-term borrowings. Short-term FHLB borrowings at December 31, 2018 consisted of $200.0 million in overnight borrowings and $205.5 million in short-term borrowings. The FHLB borrowings are collateralized by securities from the Company’s investment portfolio and certain qualifying loans. In addition, at December 31, 2018, we had $64.0 million outstanding under unsecured federal funds purchased line with various banks. At December 31, 2019 and 2018, the Company’s borrowings had a weighted average rate of 1.88% and 2.64%, respectively. The Parent has a revolving line of credit with a commercial bank allowing borrowings up to $20.0 million in total as an additional source of working capital. At December 31, 2019 and 2018, no amounts have been drawn on the line of credit. - 98 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (10.) BORROWINGS (Continued) Long-term borrowings On April 15, 2015, the Company issued $40.0 million of 6.0% fixed to floating rate subordinated notes due April 15, 2030 (the “Subordinated Notes”) in a registered public offering. The Subordinated Notes bear interest at a fixed rate of 6.0% per year, payable semi-annually, for the first 10 years. From April 15, 2025 to the April 15, 2030 maturity date, the interest rate will reset quarterly to an annual interest rate equal to the then current three-month London Interbank Offered Rate (LIBOR) plus 3.944%, payable quarterly. After the discontinuance of LIBOR, the interest rate will be determined by an alternate method as reasonably selected by the Company. The Subordinated Notes are redeemable by the Company at any quarterly interest payment date beginning on April 15, 2025 to maturity at par, plus accrued and unpaid interest. Proceeds, net of debt issuance costs of $1.1 million, were $38.9 million. The net proceeds from this offering were used for general corporate purposes, including but not limited to, contribution of capital to the Bank to support both organic growth and opportunistic acquisitions. The Subordinated Notes qualify as Tier 2 capital for regulatory purposes. The Company adopted ASU 2015-03 that requires debt issuance costs to be reported as a direct deduction from the face value of the Subordinated Notes and not as a deferred charge. The debt issuance costs will be amortized as an adjustment to interest expense over 15 years. (11.) DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities, and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. During 2019, such derivatives were used to hedge the variable cash flows associated with short-term borrowings. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s borrowings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company’s cash flow hedge derivatives did not have any hedge ineffectiveness recognized in earnings during the years ended December 31, 2019 and 2018. During the next twelve months, the Company estimates that $582 thousand will be reclassified as an increase to interest expense. Interest Rate Swaps The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. These interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. - 99 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (11.) DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES (Continued) Credit-risk-related Contingent Features The Company has agreements with certain of its derivative counterparties that contain one or more of the following provisions: (a) if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, the Company could also be declared in default on its derivative obligations, and (b) if the Company fails to maintain its status as a well-capitalized institution, the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements. Mortgage Banking Derivatives The Company extends rate lock agreements to borrowers related to the origination of residential mortgage loans. To mitigate the interest rate risk inherent in these rate lock agreements when the Company intends to sell the related loan, once originated, as well as closed residential mortgage loans held for sale, the Company enters into forward commitments to sell individual residential mortgages. Rate lock agreements and forward commitments are considered derivatives and are recorded at fair value. Fair Values of Derivative Instruments on the Balance Sheet The table below presents the notional amounts, respective fair values of the Company’s derivative financial instruments, as well as their classification on the balance sheet as of December 31 (in thousands): Asset derivatives Liability derivatives Gross notional amount 2019 2018 Balance sheet line item Fair value 2019 2018 Derivatives designated as hedging instruments Cash flow hedges Total derivatives $100,000 $100,000 $100,000 $100,000 Derivatives not designated as hedging instruments Interest rate swaps (1) $272,962 $ 71,977 Credit contracts Mortgage banking Total derivatives 68,324 36,670 11,859 7,519 $353,145 $116,166 Other assets Other assets Other assets Other assets Fair value 2019 2018 Balance sheet line item Other $ $ - $ - $ 631 631 liabilities $ $ - $ - $ - - Other $ 6,419 $ 1,803 liabilities $ 6,720 $ 2,006 13 - 119 83 $ 6,551 $ 1,886 Other liabilities Other liabilities 18 24 7 $ 6,745 27 $ 2,057 (1) The Company secured its obligations under these contracts with $6.7 million and $1.3 million in cash at December 31, 2019 and 2018, respectively. - 100 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (11.) DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES (Continued) Effect of Derivative Instruments on the Income Statement The table below presents the effect of the Company’s derivative financial instruments on the income statement for the years ended December 31 (in thousands): Undesignated derivatives Interest rate swaps Credit contracts Mortgage banking Total undesignated Line item of gain (loss) recognized in income Income from derivative instruments, net Income from derivative instruments, net Income from derivative instruments, net Gain (loss) recognized in income 2019 2018 2017 $ $ 2,189 $ 759 $ 29 56 2,274 $ 184 29 972 $ - 131 - 131 - 101 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (12.) COMMITMENTS AND CONTINGENCIES Financial Instruments with Off-Balance Sheet Risk The Company has financial instruments with off-balance sheet risk established in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk extending beyond amounts recognized in the financial statements. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is essentially the same as that involved with extending loans to customers. The Company uses the same credit underwriting policies in making commitments and conditional obligations as for on-balance sheet instruments. Off-balance sheet commitments as of December 31 consist of the following (in thousands): Commitments to extend credit Standby letters of credit 2019 2018 $ 820,282 21,911 $ 687,875 11,977 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. Commitments generally have fixed expiration dates or other termination clauses which may require payment of a fee. Commitments may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if any, is based on management’s credit evaluation of the borrower. Standby letters of credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party. These standby letters of credit are primarily issued to support private borrowing arrangements. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. Contingent Liabilities In the ordinary course of business there are various threatened and pending legal proceedings against the Company. Management believes that the aggregate liability, if any, arising from such litigation would not have a material adverse effect on the Company’s consolidated financial statements. - 102 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (13.) REGULATORY MATTERS General The supervision and regulation of financial and bank holding companies and their subsidiaries is intended primarily for the protection of depositors, the deposit insurance funds regulated by the FDIC and the banking system as a whole, and not for the protection of shareholders or creditors of bank holding companies. The various bank regulatory agencies have broad enforcement power over financial holding companies and banks, including the power to impose substantial fines, operational restrictions and other penalties for violations of laws and regulations and for safety and soundness considerations. Capital Banks and bank holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors. The Basel III Capital Rules, a new comprehensive capital framework for U.S. banking organizations, became effective for the Company and the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table that follows) of Common Equity Tier 1 capital (“CET1”), Tier 1 capital and Total capital (as defined in the regulations) to risk- weighted assets (as defined), and of Tier 1 capital to adjusted quarterly average assets (as defined). The Economic Growth Act provided for a potential exception from the Basel III Rules for community banks that maintain a Community Bank Leverage Ratio (“CBLR”) of at least 8.0% to 10.0%. The CBLR is calculated by dividing Tier 1 capital by the bank’s average total consolidated assets. In the final rules approved by the FDIC in September 2019, qualifying community banking organizations that opt in to using the CBLR are considered to be in compliance with the Basel III Rules as long as the bank maintains a CBLR of greater than 9.0%. If a bank is not a qualifying community banking organization, does not opt in to using the CBLR, or cannot maintain a CBLR of greater than 9.0%, the bank would have to comply with the Basel III Rules. We are currently evaluating the CBLR framework and the potential impact CBLR adoption would have on the Company and the Bank, respectively. The Company’s and the Bank’s Common Equity Tier 1 capital includes common stock and related paid-in capital, net of treasury stock, and retained earnings. In connection with the adoption of the Basel III Capital Rules, we elected to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1. Common Equity Tier 1 for both the Company and the Bank is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities, and subject to transition provisions. Tier 1 capital includes Common Equity Tier 1 capital and additional Tier 1 capital. For the Company, additional Tier 1 capital at December 31, 2019 includes, subject to limitation, $17.3 million of preferred stock. Total capital includes Tier 1 capital and Tier 2 capital. Tier 2 capital for both the Company and the Bank includes a permissible portion of the allowance for loan losses. Tier 2 capital for the Company also includes qualified subordinated debt. At December 31, 2019, the Company’s Tier 2 capital included $39.3 million of Subordinated Notes. The Common Equity Tier 1, Tier 1 and Total capital ratios are calculated by dividing the respective capital amounts by risk-weighted assets. Risk-weighted assets are calculated based on regulatory requirements and include total assets, with certain exclusions, allocated by risk weight category, and certain off-balance-sheet items, among other things. The leverage ratio is calculated by dividing Tier 1 capital by adjusted quarterly average total assets, which exclude goodwill and other intangible assets, among other things. The Basel III Capital Rules became fully phased in on January 1, 2019 and require the Company and the Bank to maintain (i) a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% Common Equity Tier 1 capital ratio as that buffer was phased in, effectively resulting in a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 7.0% upon full implementation), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer was phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation), (iii) a minimum ratio of Total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer was phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation) and (iv) a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average quarterly assets. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and was phased in over a four- year period (increasing by that amount on each subsequent January 1, until it reached 2.5% on January 1, 2019). The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to the Company or the Bank. The capital conservation buffer is designed to absorb losses during periods of economic stress and, as detailed above, effectively increases the minimum required risk-weighted capital ratios. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets below the effective minimum (4.5% plus the capital conservation buffer and, if applicable, the countercyclical capital buffer) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. - 103 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (13.) REGULATORY MATTERS (Continued) The following table presents actual and required capital ratios as of December 31, 2019 and 2018 for the Company and the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of December 31, 2019 based on the phase-in provisions of the Basel III Capital Rules and the minimum required capital levels as of January 1, 2019 when the Basel III Capital Rules have been fully phased-in. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules (in thousands): 2019 Tier 1 leverage: Company Bank CET1 capital: Company Bank Tier 1 capital: Company Bank Total capital: Company Bank 2018 Tier 1 leverage: Company Bank CET1 capital: Company Bank Tier 1 capital: Company Bank Total capital: Company Bank Actual Amount Ratio Minimum Capital Required – Basel III Phase-in Schedule Ratio Amount Minimum Capital Required – Basel III Fully Phased-in Required to be Considered Well Capitalized Amount Ratio Amount Ratio $ 381,473 409,031 9.00% $ 169,504 169,189 9.67 4.00% $ 169,504 169,189 4.00 4.00% $ 211,880 211,486 4.00 5.00% 5.00 364,145 409,031 381,473 409,031 451,228 439,514 10.31 11.61 10.80 11.61 12.77 12.47 247,330 246,674 300,329 299,533 370,995 370,011 7.00 7.00 8.50 8.50 10.50 10.50 247,330 246,674 300,329 299,533 370,995 370,011 7.00 7.00 8.50 8.50 10.50 10.50 229,663 229,055 282,663 281,914 353,328 352,392 6.50 6.50 8.00 8.00 10.00 10.00 $ 344,283 372,939 8.16% $ 168,759 168,335 8.86 4.00% $ 168,759 168,335 4.00 4.00% $ 210,949 210,419 4.00 5.00% 5.00 326,955 372,939 344,283 372,939 417,399 406,853 9.70 11.09 10.21 11.09 12.38 12.10 214,936 214,286 265,509 264,706 332,940 331,933 6.38 6.38 7.88 7.88 9.88 9.88 236,008 235,294 286,581 285,715 354,012 352,942 7.00 7.00 8.50 8.50 10.50 10.50 219,150 218,488 269,723 268,908 337,154 336,135 6.50 6.50 8.00 8.00 10.00 10.00 As of December 31, 2019 and 2018, the Company and Bank were considered “well capitalized” under all regulatory capital guidelines. Such determination has been made based on the Tier 1 leverage, CET1 capital, Tier 1 capital and total capital ratios. Federal Reserve Requirements The Bank is required to maintain a reserve balance at the FRB of New York. The reserve requirement for the Bank totaled $6.4 million and $5.5 million as of December 31, 2019 and 2018, respectively. Dividend Restrictions In the ordinary course of business, the Company is dependent upon dividends from the Bank to provide funds for the payment of dividends to shareholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year combined with the retained net profits for the preceding two years. - 104 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (14.) SHAREHOLDERS’ EQUITY The Company’s authorized capital stock consists of 50,210,000 shares of capital stock, 50,000,000 of which are common stock, par value $0.01 per share, and 210,000 of which are preferred stock, par value $100 per share, which is designated into two classes, Class A of which 10,000 shares are authorized, and Class B of which 200,000 shares are authorized. There are two series of Class A preferred stock: Series A 3% preferred stock and the Series A preferred stock. There is one series of Class B preferred stock: Series B- 1 8.48% preferred stock. There were 173,282 shares of preferred stock issued and outstanding as of December 31, 2019 and 2018. Common Stock The following table sets forth the changes in the number of shares of common stock for the years ended December 31: 2019 Shares outstanding at beginning of year Common stock issued for Courier Capital contingent earn-out Restricted stock awards issued Stock options exercised Stock awards Treasury stock purchases Shares outstanding at end of year 2018 Shares outstanding at beginning of year Restricted stock awards issued Restricted stock awards forfeited Stock options exercised Stock awards Treasury stock purchases Shares outstanding at end of year Outstanding Treasury Issued 15,928,598 43,378 8,226 28,080 4,192 (9,575) 16,002,899 15,924,938 7,370 (23,901) 17,450 6,363 (3,622) 15,928,598 127,580 - (8,226) (28,080) (4,192) 9,575 96,657 131,240 (7,370) 23,901 (17,450) (6,363) 3,622 127,580 16,056,178 43,378 - - - - 16,099,556 16,056,178 - - - - - 16,056,178 - 105 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (14.) SHAREHOLDERS’ EQUITY (Continued) Preferred Stock Series A 3% Preferred Stock. There were 1,435 shares of Series A 3% preferred stock issued and outstanding as of December 31, 2019 and 2018. Holders of Series A 3% preferred stock are entitled to receive an annual dividend of $3.00 per share, which is cumulative and payable quarterly. Holders of Series A 3% preferred stock have no pre-emptive right in, or right to purchase or subscribe for, any additional shares of the Company’s capital stock and have no voting rights. Dividend or dissolution payments to the Class A shareholders must be declared and paid, or set apart for payment, before any dividends or dissolution payments can be declared and paid, or set apart for payment, to the holders of Class B preferred stock or common stock. The Series A 3% preferred stock is not convertible into any other of the Company’s securities. Series B-1 8.48% Preferred Stock. There were 171,847 shares of Series B-1 8.48% preferred stock issued and outstanding as of December 31, 2019 and 2018. Holders of Series B-1 8.48% preferred stock are entitled to receive an annual dividend of $8.48 per share, which is cumulative and payable quarterly. Holders of Series B-1 8.48% preferred stock have no pre-emptive right in, or right to purchase or subscribe for, any additional shares of the Company’s common stock and have no voting rights. Accumulated dividends on the Series B-1 8.48% preferred stock do not bear interest, and the Series B-1 8.48% preferred stock is not subject to redemption. Dividend or dissolution payments to the Class B shareholders must be declared and paid, or set apart for payment, before any dividends or dissolution payments are declared and paid, or set apart for payment, to the holders of common stock. The Series B-1 8.48% preferred stock is not convertible into any other of the Company’s securities. - 106 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (15.) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the components of other comprehensive income (loss) for the years ended December 31 (in thousands): Pre-tax Amount Tax Effect Net-of-tax Amount 2019 Securities available for sale and transferred securities: Change in unrealized gain (loss) during the year Reclassification adjustment for net gains included in net income (1) Total securities available for sale and transferred securities Hedging derivative instruments: Change in unrealized gain (loss) during the year Pension and post-retirement obligations: Net actuarial gain (loss) arising during the year Amortization of net actuarial loss and prior service cost included in income Total pension and post-retirement obligations Other comprehensive income 2018 Securities available for sale and transferred securities: Change in unrealized gain (loss) during the year Reclassification adjustment for net gains included in net income (1) Total securities available for sale and transferred securities Hedging derivative instruments: Change in unrealized gain (loss) during the year Pension and post-retirement obligations: Net actuarial gain (loss) arising during the year Amortization of net actuarial loss and prior service cost included in income Total pension and post-retirement obligations Other comprehensive loss 2017 Securities available for sale and transferred securities: Change in unrealized gain (loss) during the year Reclassification adjustment for net gains included in net income (1) Total securities available for sale and transferred securities Hedging derivative instruments: Change in unrealized gain (loss) during the year Pension and post-retirement obligations: Net actuarial gain (loss) arising during the year Amortization of net actuarial loss and prior service cost included in income Total pension and post-retirement obligations Other comprehensive income $ $ $ $ $ $ 13,648 (1,176) 12,472 (327) (879) 1,398 519 12,664 (6,547) 539 (6,008) (369) (6,823) 678 (6,145) (12,522) 1,841 (1,103) 738 - 1,460 1,115 2,575 3,313 $ $ $ $ $ $ 3,456 (307) 3,149 (85) (303) 352 49 3,113 (1,650) 136 (1,514) (93) (1,721) 171 (1,550) (3,157) 710 (426) 284 - 563 431 994 1,278 $ $ $ $ $ $ 10,192 (869) 9,323 (242) (576) 1,046 470 9,551 (4,897) 403 (4,494) (276) (5,102) 507 (4,595) (9,365) 1,131 (677) 454 - 897 684 1,581 2,035 (1) Includes amounts related to the amortization/accretion of unrealized net gains and losses related to the Company’s reclassification of available for sale investment securities to the held to maturity category. The unrealized net gains/losses will be amortized/accreted over the remaining life of the investment securities as an adjustment of yield. - 107 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (15.) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Continued) Activity in accumulated other comprehensive income (loss), net of tax, was as follows (in thousands): Balance at January 1, 2019 Reclassification adjustment for net gains included in net income Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income (loss ) Net current period other comprehensive loss Balance at December 31, 2019 Balance at January 1, 2018 Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income (loss ) Net current period other comprehensive income Balance at December 31, 2018 Balance at January 1, 2017 Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income (loss) Net current period other comprehensive (loss) income Balance at December 31, 2017 Hedging Derivative Instruments $ $ (276) $ - $ (242) - (242) (518) $ $ - (276) - (276) (276) $ - - - - - $ $ $ $ $ $ $ Securities Available for Sale and Transferred Securities Pension and Post- retirement Obligations Accumulated Other Comprehensive Income (Loss) (7,769) $ (681) $ 10,192 (869) 9,323 873 $ (3,275) $ (4,897) 403 (4,494) (7,769) $ (13,236) $ (2,102) (576) 1,046 470 (14,868) $ (8,641) $ (5,102) 507 (4,595) (13,236) $ (3,729) $ 1,131 (10,222) $ 897 (677) 454 (3,275) $ 684 1,581 (8,641) $ (21,281) (2,783) 9,374 177 9,551 (14,513) (11,916) (10,275) 910 (9,365) (21,281) (13,951) 2,028 7 2,035 (11,916) The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the years ended December 31 (in thousands): Details About Accumulated Other Comprehensive Income (Loss) Components Realized gain (loss) on sale of investment securities Amortization of unrealized holding gains (losses) on investment securities transferred from available for sale to held to maturity Amortization of pension and post-retirement items: Prior service credit (1) Net actuarial losses (1) Amount Reclassified from Accumulated Other Comprehensive Income (Loss ) 2019 2018 Affected Line Item in the Consolidated Statement of Income $ 1,677 $ (127) Net gain (loss) on investment securities (501) 1,176 (307) 869 65 (1,463) (1,398) 352 (1,046) (177) $ (412) Interest income (539) Total before tax 136 Income tax (expense) benefit (403) Net of tax 72 Salaries and employee benefits (750) Salaries and employee benefits (678) Total before tax 171 Income tax benefit (507) Net of tax (910) Total reclassified for the period $ (1) These items are included in the computation of net periodic pension expense. See Note 19 – Employee Benefit Plans for additional information. - 108 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (16.) SHARE-BASED COMPENSATION The Company maintains certain stock-based compensation plans, approved by the Company’s shareholders, that are administered by the Management Development and Compensation Committee (the “Compensation Committee”) of the Board. In May 2015, the Company’s shareholders approved the 2015 Long-Term Incentive Plan (the “2015 Plan”) to replace the 2009 Management Stock Incentive Plan and the 2009 Directors’ Stock Incentive Plan (collectively, the “2009 Plans”). A total of 438,076 shares transferred from the 2009 Plans were available for grant pursuant to the 2015 Plan. In addition, any shares subject to outstanding awards under the 2009 Plans that are canceled, expired, forfeited or otherwise not issued or are settled in cash will become available for future award grants under the 2015 Plan. As of December 31, 2019, there were approximately 216,000 shares available for grant under the 2015 Plan. Under the Plan, the Compensation Committee may establish and prescribe grant guidelines including various terms and conditions for the granting of stock-based compensation. For stock options, the exercise price of each option equals the market price of the Company’s stock on the date of the grant. All options expire after a period of ten years from the date of grant and generally become fully exercisable over a period of 3 to 5 years from the grant date. When an option recipient exercises their options, the Company issues shares from treasury stock and records the proceeds as additions to capital. Shares of restricted stock granted to employees generally vest over 2 to 3 years from the grant date. Fifty percent of the shares of restricted stock granted to non-employee directors generally vests on the date of grant and the remaining fifty percent generally vests one year from the grant date. Vesting of the shares may be based on years of service, established performance measures or both. If restricted stock grants are forfeited before they vest, the shares are reacquired into treasury stock. Restricted stock units granted to employees generally fully vest on the third anniversary of the date of grant. The share-based compensation plans were established to allow for the granting of compensation awards to attract, motivate and retain employees, executive officers and non-employee directors who contribute to the long-term growth and profitability of the Company and to give such persons a proprietary interest in the Company, thereby enhancing their personal interest in the Company’s success. The Company awarded grants of restricted stock units to certain members of management during the year ended December 31, 2019. Fifty percent of the shares subject to each grant will be earned upon achievement of a return on average assets (“ROAA”) performance requirement for the Company’s fiscal year ended December 31, 2021. The remaining fifty percent of the shares will be earned based on the Company’s achievement of a relative total shareholder return (“TSR”) performance requirement, on a percentile basis, compared to the SNL Small Cap Bank & Thrifts Index over a three-year performance period ended December 31, 2021. If earned at target level, members of management will receive up to 21,970 shares of our common stock in the aggregate, which will vest on February 26, 2022 assuming the recipient’s continuous service to the Company. The grant-date fair value of the TSR performance award granted on February 26, 2019 was determined using the Monte Carlo simulation model on the date of grant, assuming the following (i) expected term of 2.84 years, (ii) risk free interest rate of 2.43%, (iii) expected dividend yield of 3.20% and (iv) expected stock price volatility over the expected term of the TSR performance award of 21.3%. The grant-date fair value of the TSR performance award granted on May 22, 2019 was determined using the Monte Carlo simulation model on the date of grant, assuming the following (i) expected term of 2.61 years, (ii) risk free interest rate of 2.18%, (iii) expected dividend yield of 3.60% and (iv) expected stock price volatility over the expected term of the TSR performance award of 22.0%. The grant-date fair value of all other restricted stock awards is equal to the closing market price of the Company’s common stock on the date of grant. The Company granted additional restricted stock units to management during the year ended December 31, 2019. These awards will vest after completion of a three-year service requirement. If earned, members of management will receive up to 54,476 shares of our common stock, in the aggregate. The average market price of the restricted stock units on the date of grant was $25.60. During the year ended December 31, 2019, the Company granted a total of 8,226 restricted shares of common stock to non-employee directors, of which 4,113 shares vested immediately and 4,113 shares will vest after completion of a one-year service requirement. The weighted average market price of the restricted stock on the date of grant was $27.33. In addition, the Company issued a total of 4,192 shares of common stock in-lieu of cash for the annual retainer of three non-employee directors during the year ended December 31, 2019. The weighted average market price of the stock on the date of grant was $29.78. The Company awarded grants of restricted stock units to certain members of management during the year ended December 31, 2018. The awards will be earned based on the Company’s achievement of a TSR performance requirement, on a percentile basis, compared to the SNL Small Cap Bank & Thrifts Index over a one-year performance period ended December 31, 2021. If earned at target level, members of management will receive up to 14,877 shares of our common stock in the aggregate, which will vest on February 27, 2022 assuming the recipient’s continuous service to the Company. - 109 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (16.) SHARE-BASED COMPENSATION (Continued) The grant-date fair value of the TSR performance award granted during the year ended December 31, 2018 was determined using the Monte Carlo simulation model on the date of grant, assuming the following (i) expected term of 2.84 years, (ii) risk free interest rate of 2.39%, (iii) expected dividend yield of 2.83% and (iv) expected stock price volatility over the expected term of the TSR performance award of 21.2%. The grant-date fair value of all other restricted stock awards is equal to the closing market price of the Company’s common stock on the date of grant. The Company granted additional restricted stock units to management during the year ended December 31, 2018. These awards will vest after completion of a three-year service requirement. If earned, members of management will receive up to 37,676 shares of our common stock, in the aggregate. The average market price of the restricted stock units on the date of grant was $27.76. During the year ended December 31, 2018, the Company granted a total of 7,370 restricted shares of common stock to non-employee directors, of which 3,690 shares vested immediately and 3,680 shares will vest after completion of a one-year service requirement. The weighted average market price of the restricted stock on the date of grant was $33.90. In addition, the Company issued a total of 6,363 shares of common stock in-lieu of cash for the annual retainer of five non-employee directors during the year ended December 31, 2018. The weighted average market price of the stock on the date of grant was $29.03. The Company awarded grants of restricted stock units to certain members of management during the year ended December 31, 2017. The awards will be earned based on the Company’s achievement of a TSR performance requirement, on a percentile basis, compared If earned at target to the SNL Small Cap Bank & Thrifts Index over a three-year performance period ended December 31, 2019. level, members of management will receive up to 12,531 shares of our common stock in the aggregate, which will vest on February 22, 2020 assuming the recipient’s continuous service to the Company. The grant-date fair value of the TSR portion of the performance award granted during the year ended December 31, 2017 was determined using the Monte Carlo simulation model on the date of grant, assuming the following (i) expected term of 2.85 years, (ii) risk free interest rate of 1.45%, (iii) expected dividend yield of 2.41% and (iv) expected stock price volatility over the expected term of the TSR performance award of 21.9%. The grant-date fair value of all other restricted stock awards is equal to the closing market price of the Company’s common stock on the date of grant. The Company granted additional restricted stock units to management during the year ended December 31, 2017. These awards will vest after completion of a three-year service requirement. If earned, members of management will receive up to 27,831 shares of our common stock, in the aggregate. The average market price of the restricted stock units on the date of grant was $31.88. During the year ended December 31, 2017, the Company granted a total of 8,898 restricted shares of common stock to non-employee directors, of which 4,454 shares vested immediately and 4,444 shares will vest after completion of a one-year service requirement. The market price of the restricted stock on the date of grant was $29.47. In addition, the Company issued a total of 7,841 shares of common stock in-lieu of cash for the annual retainer of six non-employee directors during the year ended December 31, 2017. The weighted average market price of the stock on the date of grant was $30.88. The restricted stock awards granted to the directors and the restricted stock units granted to management in 2019, 2018 and 2017 do not have rights to dividends or dividend equivalents. - 110 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (16.) SHARE-BASED COMPENSATION (Continued) The Company uses the Black-Scholes valuation method to estimate the fair value of its stock option awards. There were no stock options awarded during 2019, 2018 or 2017. There was no unrecognized compensation expense related to unvested stock options as of December 31, 2019. There was no stock option activity for the year ended December 31, 2019. The aggregate intrinsic value (the amount by which the market price of the stock on the date of exercise exceeded the market price of the stock on the date of grant) of option exercises for the years ended December 31, 2018 and 2017 was $236 thousand and $297 thousand, respectively. The total cash received as a result of option exercises under stock compensation plans for the years ended December 31, 2018 and 2017 was $320 thousand and $413 thousand, respectively. The tax benefits realized in connection with these stock option exercises were not significant. The following is a summary of restricted stock award and restricted stock units activity for the year ended December 31, 2019: Outstanding at beginning of year Granted Vested Forfeited Outstanding at end of period Weighted Average Market Price at Grant Date 28.04 26.18 25.91 26.44 27.80 Number of Shares 130,571 84,672 (35,873) (27,562) 151,808 $ $ As of December 31, 2019, there was $2.0 million of unrecognized compensation expense related to unvested restricted stock awards and restricted stock units that is expected to be recognized over a weighted average period of 2.0 years. The Company amortizes the expense related to share-based compensation over the vesting period. Share-based compensation expense is recorded as a component of salaries and employee benefits in the consolidated statements of income for awards granted to management and as a component of other noninterest expense for awards granted to directors. The share-based compensation expense included in the statements on income for the years ended December 31 was as follows (in thousands): Salaries and employee benefits Other noninterest expense Total share-based compensation expense 2019 2018 2017 $ $ 1,175 231 1,406 $ $ 1,045 256 1,301 $ $ 927 247 1,174 - 111 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (17.) INCOME TAXES The income tax expense for the years ended December 31 consisted of the following (in thousands): Current tax expense (benefit): Federal State Total current tax expense (benefit) Deferred tax expense (benefit): Federal State Total deferred tax expense (benefit) Total income tax expense 2019 2018 2017 $ $ 8,882 1,308 10,190 280 89 369 10,559 $ $ 19,351 1,135 20,486 (10,303) (177) (10,480) 10,006 $ $ (3,031) 573 (2,458) 12,297 106 12,403 9,945 Income tax expense differed from the statutory federal income tax rate for the years ended December 31 as follows: Statutory federal tax rate Increase (decrease) resulting from: Tax exempt interest income Tax credits and adjustments Non-taxable earnings on company owned life insurance State taxes, net of federal tax benefit Nondeductible expenses Goodwill and contingent consideration adjustments Other, net Effective tax rate 2019 2018 2017 21.0% (1.9) (3.0) (0.6) 1.9 0.2 - 0.2 17.8% 21.0% (2.6) (0.3) (0.8) 1.5 0.2 1.0 0.2 20.2% 35.0% (5.6) (6.7) (1.4) 1.1 0.3 0.3 (0.1) 22.9% Total income tax expense (benefit) was as follows for the years ended December 31 (in thousands): Income tax expense Shareholder’s equity 2019 2018 2017 $ 10,559 3,113 $ 10,006 (3,156) $ 9,945 3,909 The Company recognizes deferred income taxes for the estimated future tax effects of differences between the tax and financial statement bases of assets and liabilities considering enacted tax laws. These differences result in deferred tax assets and liabilities, which are included in other assets in the Company’s consolidated statements of financial condition. The Company also assesses the likelihood that deferred tax assets will be realizable based on, among other considerations, future taxable income and establishes, if necessary, a valuation allowance for those deferred tax assets determined to not likely be realizable. A deferred tax asset valuation allowance is recognized if, based on the weight of available evidence (both positive and negative), it is more likely than not that some portion or all of the deferred tax assets will not be realized. The future realization of deferred tax benefits depends upon the existence of sufficient taxable income within the carry-back and carry-forward periods. Management’s judgment is required in determining the appropriate recognition of deferred tax assets and liabilities, including projections of future taxable income. In 2019, the Company recognized the impact of its investments in partnerships that placed property in service during the year, which generated tax credits due to qualifying expenses. At the time that a structure is placed into service, the Company is eligible for federal and New York State tax credits. See Note 1 for the Company’s accounting policy for income taxes and these tax credit investments. - 112 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (17.) INCOME TAXES (Continued) The Company’s net deferred tax asset (liability) is included in other assets in the consolidated statements of financial condition. The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities are as follows at December 31 (in thousands): 2019 2018 Deferred tax assets: Allowance for loan losses Deferred compensation Investment in limited partnerships SERP agreements Interest on nonaccrual loans Share-based compensation Net unrealized loss on securities available for sale Other Gross deferred tax assets Deferred tax liabilities: Prepaid expenses Prepaid pension costs Intangible assets Depreciation and amortization Net unrealized gain on securities available for sale Loan servicing assets Other Gross deferred tax liabilities Net deferred tax asset $ $ 7,810 1,095 1,191 418 191 586 - 224 11,515 498 897 2,643 1,961 301 289 550 7,139 4,376 $ $ 8,550 1,771 660 417 106 541 2,848 138 15,031 583 1,415 2,581 2,096 - 258 240 7,173 7,858 On December 22, 2017, the TCJ Act was signed into law which, among other items, reduces the federal statutory corporate tax rate from 35 percent to 21 percent, effective January 1, 2018. The TCJ Act also contains other provisions that may affect the Company currently or in future years. Among these are changes to the deductibility of meals and entertainment, the deductibility of executive compensation, accelerated expensing of depreciable property for assets placed into service after September 27, 2017 and before 2023, limits on the deductibility of net interest expense, elimination of the corporate alternative minimum tax, limits on net operating loss carryforwards to 80% of taxable income, among other provisions. Results for the fourth quarter and full year of 2017 were positively impacted by a $2.9 million reduction in income tax expense due to the TCJ Act, primarily driven by a revaluation adjustment to the net deferred tax liability. Based upon the Company’s historical and projected future levels of pre-tax and taxable income, the scheduled reversals of taxable temporary differences to offset future deductible amounts, and prudent and feasible tax planning strategies, management believes it is more likely than not that the deferred tax assets will be realized. As such, no valuation allowance has been recorded as of December 31, 2019 or 2018. The Company and its subsidiaries are primarily subject to federal and New York income taxes. The federal income tax years currently open for audits are 2016 through 2019. The New York income tax years currently open for audits are 2017 through 2019. At December 31, 2019, the Company had no federal or New York net operating loss or tax credits carryforwards. - 113 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (17.) INCOME TAXES (Continued) The Company’s unrecognized tax benefits and changes in unrecognized tax benefits were not significant as of or for the years ended December 31, 2019, 2018 and 2017. There were no material interest or penalties recorded in the income statement in income tax expense for the years ended December 31, 2019, 2018 and 2017. As of December 31, 2019 and 2018, there were no amounts accrued for interest or penalties related to uncertain tax positions. (18.) EARNINGS PER COMMON SHARE The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted EPS for each of the years ended December 31 (in thousands, except per share amounts). All outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends are considered participating securities. Net income available to common shareholders Weighted average common shares outstanding: Total shares issued Unvested restricted stock awards Treasury shares Total basic weighted average common shares outstanding Incremental shares from assumed: Exercise of stock options Vesting of restricted stock awards Total diluted weighted average common shares outstanding 2019 2018 2017 $ 47,401 $ 38,065 $ 32,064 16,086 (4) (110) 15,972 - 59 16,031 16,056 (8) (138) 15,910 2 44 15,956 15,235 (47) (144) 15,044 9 32 15,085 2.13 2.13 Basic earnings per common share Diluted earnings per common share $ $ 2.97 2.96 $ $ 2.39 2.39 $ $ For each of the periods presented, average shares subject to the following instruments were excluded from the computation of diluted EPS because the effect would be antidilutive: Stock options Restricted stock awards Total - 4 4 - 6 6 - 1 1 There were no participating securities outstanding for the years ended December 2019, 2018 and 2017; therefore, the two-class method of calculating basic and diluted EPS was not applicable for the years presented. (19.) EMPLOYEE BENEFIT PLANS Supplemental Executive Retirement Agreements The Company has non-qualified Supplemental Executive Retirement Agreements (“SERPs”) covering certain former executives. The unfunded liability related to the SERPs was $1.7 million at December 31, 2019 and 2018. SERP expense was $366 thousand, $215 thousand and $194 thousand for 2019, 2018 and 2017, respectively. Defined Contribution Plan Employees that meet specified eligibility conditions are eligible to participate in the Company sponsored 401(k) plan. Under the plan, participants may make contributions, in the form of salary deferrals, up to the maximum Internal Revenue Code limit. The Company is also permitted to make additional discretionary contributions, although no such additional discretionary contributions were made in 2019, 2018 or 2017. - 114 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (19.) EMPLOYEE BENEFIT PLANS (Continued) Defined Benefit Pension Plan The Company participates in The New York State Bankers Retirement System (the “Plan”), a defined benefit pension plan covering substantially all employees. For employees hired prior to December 31, 2006, who met participation requirements on or before January 1, 2008 (“Tier 1 Participant”), the benefits are generally based on years of service and the employee’s highest average compensation during five consecutive years of employment. Effective January 1, 2016, the Plan was amended to open the Plan to eligible employees who were hired on and after January 1, 2007 (“Tier 2 Participant”) and provide these eligible participants with a cash balance benefit formula. The following table provides a reconciliation of the Company’s changes in the Plan’s benefit obligations, fair value of assets and a statement of the funded status as of and for the year ended December 31 (in thousands): Change in projected benefit obligation: Projected benefit obligation at beginning of period Service cost Interest cost Actuarial (gain) loss Benefits paid and plan expenses Projected benefit obligation at end of period Change in plan assets: Fair value of plan assets at beginning of period Actual return on plan assets Employer contributions Benefits paid and plan expenses Fair value of plan assets at end of period Funded status at end of period 2019 2018 $ $ 69,574 3,207 2,777 11,993 (3,223) 84,328 75,188 15,862 - (3,223) 87,827 3,499 $ $ 70,436 3,346 2,387 (3,298) (3,297) 69,574 83,348 (4,863) - (3,297) 75,188 5,614 The accumulated benefit obligation was $76.8 million and $63.3 million at December 31, 2019 and 2018, respectively. The Company’s funding policy is to contribute, at a minimum, an actuarially determined amount that will satisfy the minimum funding requirements determined under the appropriate sections of Internal Revenue Code. The Company has no minimum required contribution for the 2020 fiscal year. Estimated benefit payments under the Plan over the next ten years at December 31, 2019 are as follows (in thousands): 2020 2021 2022 2023 2024 2025 - 2029 $ 3,872 3,475 3,855 4,127 4,215 23,491 - 115 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (19.) EMPLOYEE BENEFIT PLANS (Continued) Net periodic pension cost consists of the following components for the years ended December 31 (in thousands): Service cost Interest cost on projected benefit obligation Expected return on plan assets Amortization of unrecognized loss Amortization of unrecognized prior service (credit) cost Net periodic pension cost 2019 2018 2017 $ $ 3,207 2,777 (4,736) 1,445 - 2,693 $ $ 3,346 2,387 (5,284) 725 (5) 1,169 $ $ 3,140 2,449 (4,775) 1,142 17 1,973 The actuarial assumptions used to determine the net periodic pension cost were as follows: Weighted average discount rate Rate of compensation increase Expected long-term rate of return 2019 2018 2017 4.13% 3.00% 6.50% 3.49% 3.00% 6.50% The actuarial assumptions used to determine the projected benefit obligation were as follows: Weighted average discount rate Rate of compensation increase 2019 2018 2017 3.09% 3.00% 4.13% 3.00% 4.00% 3.00% 6.50% 3.49% 3.00% The weighted average discount rate was based upon the projected benefit cash flows and the market yields of high grade corporate bonds that are available to pay such cash flows. The Plan’s overall investment strategy is to invest in a diversified portfolio while managing the variability between the assets and projected liabilities of underfunded pension plans. The Plan’s Board Members approved a migration (the “Migration”) of substantially all of the Plan’s assets to one fund, Commingled Pensions Trust Fund (LDI Diversified Balanced) of JPMorgan Chase Bank, N.A. (“JPMCB LDI Diversified Balanced Fund” or the “Fund”). The Board made the election in their December 2018 meeting and the Migration had an effective trade date of February 28, 2019. The Fund employs a liability driven investing (“LDI”) strategy for pension plans that are seeking a solution that is balanced between growth and hedging. The Bloomberg Barclays Long A U.S. Corporate Index, the Fund’s primary liability-performance benchmark, is used as a proxy for plan projected liabilities. The growth-oriented portion of the Fund invests in a mix of asset classes that the Fund’s Trustee believes will collectively maximize total risk-adjusted return through a combination of capital appreciation and income. This portion of the Fund will comprise between 35% and 90% of the portfolio and will invest directly or indirectly via underlying funds in a broad mix of global equity, credit, global fixed income, real estate and cash-plus strategies. The remaining portion of the Fund, between 10% and 65% of the portfolio, provides exposure to U.S. long duration fixed income and is used to minimize volatility relative to a plan’s projected liabilities. This portion of the Fund will invest directly or indirectly via underlying funds in investment grade corporate bonds and securities issued by the U.S. Treasury and its agencies or instrumentalities. The following table represents the Plan’s target asset allocation and actual asset allocation, respectively, as of December 31, 2019: Asset category: Cash and cash equivalents Equity securities Fixed income securities Alternative investments Target Allocation Actual Allocation 0.00% 28.25 59.75 12.00 0.00% 31.75 57.65 10.60 Prior to the Migration, the Plan’s overall investment strategy was to achieve a mix of approximately 97% of investments for long-term growth and 3% for near-term benefit payments with a wide diversification of asset types, fund strategies, and fund managers. - 116 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (19.) EMPLOYEE BENEFIT PLANS (Continued) The Plan had target asset allocations, based on asset categories, and actual asset allocations, respectively, as of December 31, 2018, as shown in the following table: Asset category: Cash equivalents Equity securities Fixed income securities Other financial instruments Target Allocation 0 – 20% 40 – 60 40 – 60 0 – 5 Actual Allocation 4.2% 46.1 45.8 3.9 Cash equivalents consist primarily of government issues (maturing in less than three months) and short term investment funds. Equity securities primarily include investments in common stock, depository receipts, preferred stock, commingled pension trust funds, exchange traded funds and real estate investment trusts. Fixed income securities include corporate bonds, government issues, credit card receivables, mortgage backed securities, municipals, commingled pension trust funds and other asset backed securities. Other investments are real estate interests and related investments held within a commingled pension trust fund. The weighted average expected long-term rate of return is estimated based on current trends in the Plan’s assets as well as projected future rates of return on those assets. Prior to the Migration, the Plan also leveraged reasonable actuarial assumptions based on the guidance provided by Actuarial Standard of Practice No. 27, “Selection of Economic Assumptions for Measuring Pension Obligations” for long term inflation, and the real and nominal rate of investment return for a specific mix of asset classes. The following assumptions were used in determining the long-term rate of return: Equity securities Dividend discount model, the smoothed earnings yield model and the equity risk premium model Fixed income securities Current yield-to-maturity and forecasts of future yields Other financial instruments Comparison of the specific investment’s risk to that of fixed income and equity instruments and using other judgments The long term rate of return considers historical returns. Adjustments were made to historical returns in order to reflect expectations of future returns. These adjustments were due to factor forecasts by economists and long-term U.S. Treasury yields to forecast long-term inflation. In addition, forecasts by economists and others for long-term GDP growth were factored into the development of assumptions for earnings growth and per capita income. - 117 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (19.) EMPLOYEE BENEFIT PLANS (Continued) Prior to the Migration, the Plan prohibited its investment managers from purchasing any security greater than 5% of the portfolio at the time of purchase or greater than 8% at market value in any one issuer. The issuers of any security purchased must be located in a country in the Morgan Stanley Capital International World Index. In addition, the following are prohibited: Equity securities Short sales Unregistered stocks Margin purchases Fixed income securities Mortgage backed derivatives that have an inverse floating rate coupon or that are interest only securities Any asset backed security that is not issued by the U.S. Government or its agencies or its instrumentalities Generally, securities of less than Baa2/BBB quality may not be purchased Securities of less than A-quality may not in the aggregate exceed 13% of the investment manager’s portfolio An investment manager’s portfolio of commercial mortgage backed securities and asset backed securities shall not exceed 10% of the portfolio at the time of purchase Other financial instruments Unhedged currency exposure in countries not defined as “high income economies” by the World Bank Assets are segregated by the level of the valuation inputs within the fair value hierarchy established by ASC Topic 820 utilized to measure fair value (see Note 20 - Fair Value Measurements). In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments valued using the NAV (Net Asset Value) are classified as Level 2 if the Plan can redeem its investment with the investee at the NAV at the measurement date. If the Plan can never redeem the investment with the investee at the NAV, it is considered a Level 3. If the Plan can redeem the investment at the NAV at a future date, the Plan’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset. With the exception of the commingled pension trust funds (“CPTF”), the Plan uses the Thomson Reuters Pricing Service to determine the fair value of equities securities and the pricing service of IDC Corporate USA to determine the fair value of fixed income securities. The JP Morgan Chase Bank, N.A. (“JPMorgan”) CPTFs are valued utilizing the funds’ valuation policies set forth by JPMorgan’s asset management committee. Investments within CPTFs for which market quotations are readily available are valued at their market value. Investments within CPTFs for which market quotations are not readily available are fair valued by approved affiliated and/or unaffiliated pricing vendors, third-party broker-dealers or methodologies as approved by the fund’s governing committee. These methodologies may include the use of related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information for the investment. An income-based valuation approach may be used in which the anticipated future cash flow of the invest are discounted to calculate fair value. During the years ended December 31, 2019 and 2018, there were no transfers in or out of Levels 1, 2 or 3. In addition, there were no changes in valuation methodologies during the years ended December 31, 2019 and 2018. - 118 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (19.) EMPLOYEE BENEFIT PLANS (Continued) The following is a table of the pricing methodology and unobservable inputs for Level 3 investments at December 31, 2019 and 2018 used by JPMorgan in pricing CPTF: CPTF – Other: CPTF (Strategic Property) of JPMorgan Principal Valuation Technique(s) Used Unobservable Inputs Market, Income Approach, Debt Service and Sales Comparison Credit Spreads, Discount Rate, Loan to Value Ratio, Terminal Capitalization Rate and Value per Square Foot The major categories of Plan assets measured at fair value on a recurring basis as of December 31 are presented in the following tables (in thousands). Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Fair Value 2019 Cash equivalents: Cash (including foreign currencies) Short term investment funds Total cash equivalents Equity securities: Common stock Depository receipts Commingled pension trust funds Preferred stock Total equity securities Fixed income securities: Collateralized mortgage obligations Commingled pension trust funds Corporate bonds GNMA Government securities Total fixed income securities $ $ 16 - 16 $ - 1,829 1,829 - - - - - - - - - - - - - 30,685 - 30,685 - 49,566 5 - - 49,571 Other investments: Commingled pension trust funds - Realty Total Plan investments $ - 16 $ 5,726 87,811 $ - - - - - - - - - - - - - - - - $ $ 16 1,829 1,845 - - 30,685 - 30,685 - 49,566 5 - - 49,571 5,726 87,827 At December 31, 2019, the portfolio was substantially managed by one investment firm, with control of approximately 98% of the Plan’s assets with the remaining 2% under the direct control of the Plan. A portfolio concentration of 98% in the JPMCB LDI Diversified Balanced Fund, a CPTF, existed at December 31, 2019. - 119 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (19.) EMPLOYEE BENEFIT PLANS (Continued) 2018 Cash equivalents: Cash (including foreign currencies) Short term investment funds Total cash equivalents Equity securities: Common stock Depository receipts Commingled pension trust funds Preferred stock Total equity securities Fixed income securities: Collateralized mortgage obligations Commingled pension trust funds Corporate bonds GNMA Government securities Mortgage backed securities Total fixed income securities Other investments: Commingled pension trust funds - Realty Total Plan investments Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Fair Value $ $ 28 - 28 $ - 3,094 3,094 11,931 203 - 95 12,229 - - - - - - - - - 22,468 - 22,468 750 20,051 2,928 144 10,599 - 34,472 $ - - - - - - - - - - - - - - - - 12,257 $ - 60,034 $ $ 2,897 2,897 $ 28 3,094 3,122 11,931 203 22,468 95 34,697 750 20,051 2,928 144 10,599 - 34,472 2,897 75,188 At December 31, 2018, the portfolio was managed by two investment firms, with control of the portfolio split approximately 62% and 36% under the control of the investment managers with the remaining 2% under the direct control of the Plan. A portfolio concentration in three commingled pension trust funds of 15%, 6% and 6%, respectively, existed at December 31, 2018. The following table sets forth a summary of the changes in the Plan’s Level 3 assets for the years ended December 31, 2019 and 2018: Level 3 assets, January 1, 2018 Unrealized gain Level 3 assets, December 31, 2018 Realized gain Sales Unrealized gain Level 3 assets, December 31, 2019 $ $ 2,641 256 2,897 881 (2,873) (905) - - 120 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (19.) EMPLOYEE BENEFIT PLANS (Continued) Postretirement Benefit Plan An entity acquired by the Company provided health and dental care benefits to retired employees who met specified age and service requirements through a postretirement health and dental care plan in which both the acquired entity and the retirees shared the cost. The plan provided for substantially the same medical insurance coverage as for active employees until their death and was integrated with Medicare for those retirees aged 65 or older. In 2001, the plan’s eligibility requirements were amended to curtail eligible benefit payments to only retired employees and active employees who had already met the then-applicable age and service requirements under the Plan. In 2003, retirees under age 65 began contributing to health coverage at the same cost-sharing level as that of active employees. Retirees ages 65 or older were offered new Medicare supplemental plans as alternatives to the plan historically offered. The cost sharing of medical coverage was standardized throughout the group of retirees aged 65 or older. In addition, to be consistent with the administration of the Company’s dental plan for active employees, all retirees who continued dental coverage began paying the full monthly premium. The accrued liability included in other liabilities in the consolidated statements of financial condition related to this plan amounted to $110 thousand and $109 thousand as of December 31, 2019 and 2018, respectively. The postretirement expense for the plan that was included in salaries and employee benefits in the consolidated statements of income was not significant for the years ended December 31, 2019, 2018 and 2017. The plan is not funded. The components of accumulated other comprehensive loss related to the defined benefit plan and postretirement benefit plan as of December 31 are summarized below (in thousands): Defined benefit plan: Net actuarial loss Prior service credit (cost) Postretirement benefit plan: Net actuarial loss Prior service credit Total Deferred tax benefit Amounts included in accumulated other comprehensive loss 2019 2018 $ $ (19,894) - (19,894) (133) 37 (96) (19,990) 5,122 (14,868) $ $ (20,472) - (20,472) (139) 102 (37) (20,509) 7,273 (13,236) Changes in plan assets and benefit obligations recognized in other comprehensive income on a pre-tax basis during the years ended December 31 are as follows (in thousands): Defined benefit plan: Net actuarial loss Amortization of net loss Amortization of prior service credit Postretirement benefit plan: Net actuarial (loss) gain Amortization of net loss Amortization of prior service credit Total recognized in other comprehensive income 2019 2018 (867) 1,445 - 578 (12) 18 (65) (59) 519 $ $ (6,849) 725 (5) (6,129) 26 25 (67) (16) (6,145) $ $ For the year ending December 31, 2020, the estimated net loss and prior service credit for the plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost is $1.3 million and $34 thousand, respectively. - 121 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (20.) FAIR VALUE MEASUREMENTS Determination of Fair Value – Assets Measured at Fair Value on a Recurring and Nonrecurring Basis Valuation Hierarchy The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. ASC Topic 820, “Fair Value Measurements and Disclosures,” establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. There have been no changes in the valuation techniques used during the current period. The fair value hierarchy is as follows: • • • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Transfers between levels of the fair value hierarchy are recorded as of the end of the reporting period. In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. Securities available for sale: Securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Derivative instruments: The fair value of derivative instruments is determined using quoted secondary market prices for similar financial instruments and are classified as Level 2 in the fair value hierarchy. Loans held for sale: The fair value of loans held for sale is determined using quoted secondary market prices and investor commitments. Loans held for sale are classified as Level 2 in the fair value hierarchy. - 122 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (20.) FAIR VALUE MEASUREMENTS (Continued) Collateral dependent impaired loans: Fair value of impaired loans with specific allocations of the allowance for loan losses is measured based on the value of the collateral securing these loans and is classified as Level 3 in the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable and collateral value is determined based on appraisals performed by qualified licensed appraisers hired by the Company. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and the client’s business. Such discounts are typically significant and result in a Level 3 classification of the inputs for determining fair value. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above. Loan servicing rights: Loan servicing rights do not trade in an active market with readily observable market data. As a result, the Company estimates the fair value of loan servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income. The assumptions used in the discounted cash flow model are those that we believe market participants would use in estimating future net servicing income, including estimates of loan prepayment rates, servicing costs, ancillary income, impound account balances, and discount rates. The significant unobservable inputs used in the fair value measurement of the Company’s loan servicing rights are the constant prepayment rates and weighted average discount rate. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. Although the constant prepayment rate and the discount rate are not directly interrelated, they will generally move in opposite directions. Loan servicing rights are classified as Level 3 measurements due to the use of significant unobservable inputs, as well as significant management judgment and estimation. Other real estate owned (foreclosed assets): Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property, resulting in a Level 3 classification. The appraisals are sometimes further discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and client’s business. Such discounts are typically significant and result in a Level 3 classification of the inputs for determining fair value. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized. Commitments to extend credit and letters of credit: Commitments to extend credit and fund letters of credit are principally at current interest rates, and, therefore, the carrying amount approximates fair value. The fair value of commitments is not material. - 123 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (20.) FAIR VALUE MEASUREMENTS (Continued) Assets Measured at Fair Value The following tables present for each of the fair-value hierarchy levels the Company’s assets that are measured at fair value on a recurring and non-recurring basis as of December 31 (in thousands): 2019 Measured on a recurring basis: Securities available for sale: U.S. Government agencies and government sponsored enterprises Mortgage-backed securities Other assets: Hedging derivative instruments Fair value adjusted through comprehensive income Other assets: Derivative instruments – interest rate products Derivative instruments – credit contracts Derivative instruments – mortgage banking Other liabilities: Derivative instruments – interest rate products Derivative instruments – credit contracts Derivative instruments – mortgage banking Fair value adjusted through net income Measured on a nonrecurring basis: Loans: Loans held for sale Collateral dependent impaired loans Other assets: Loan servicing rights Other real estate owned Total Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total $ $ $ $ $ $ - - - - - - - - - - - - - - - - $ $ $ $ $ $ 26,877 391,040 - 417,917 6,419 13 119 (6,720) (18) (7) (194) 4,224 - - - 4,224 $ $ $ $ $ $ - - - - - - - - - - - - 3,630 1,129 468 5,227 $ $ $ $ $ $ 26,877 391,040 - 417,917 6,419 13 119 (6,720) (18) (7) (194) 4,224 3,630 1,129 468 9,451 There were no transfers between Levels 1 and 2 during the years ended December 31, 2019 and 2018. There were no liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2019 and 2018. - 124 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (20.) FAIR VALUE MEASUREMENTS (Continued) 2018 Measured on a recurring basis: Securities available for sale: U.S. Government agencies and government sponsored enterprises Mortgage-backed securities Other assets: Hedging derivative instruments Fair value adjusted through comprehensive income Other assets: Derivative instruments – interest rate products Derivative instruments – mortgage banking Other liabilities: Derivative instruments – interest rate products Derivative instruments – credit contracts Derivative instruments – mortgage banking Fair value adjusted through net income Measured on a nonrecurring basis: Loans: Loans held for sale Collateral dependent impaired loans Other assets: Loan servicing rights Other real estate owned Total Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total $ $ $ $ $ $ - - - - - - - - - - - - - - - $ $ $ $ $ $ 152,028 293,649 631 446,308 1,803 83 (2,006) (24) (27) (171) 2,868 - - - 2,868 $ $ $ $ $ $ - - - - - - - - - - - 2,872 1,022 230 4,124 $ $ $ $ $ $ 152,028 293,649 631 446,308 1,803 83 (2,006) (24) (27) (171) 2,868 2,872 1,022 230 6,992 There were no transfers between Levels 1 and 2 during the years ended December 31, 2018 and 2017. There were no liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2018 and 2017. - 125 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (20.) FAIR VALUE MEASUREMENTS (Continued) The following table presents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis for which the Company has utilized Level 3 inputs to determine fair value (dollars in thousands). Asset Collateral dependent impaired loans Loan servicing rights Other real estate owned Fair Value Valuation Technique 3,630 Appraisal of collateral (1) 1,129 Discounted cash flow 468 Appraisal of collateral (1) $ $ $ Unobservable Input Appraisal adjustments (2) Discount rate Constant prepayment rate Appraisal adjustments (2) Unobservable Input Value or Range 30% (3) 10.2% (3) 17.2% (3) 29% (3) (1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable. (2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. (3) Weighted averages. Changes in Level 3 Fair Value Measurements There were no assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the years ended December 31, 2019 and 2018. Disclosures about Fair Value of Financial Instruments The assumptions used below are expected to approximate those that market participants would use in valuing these financial instruments. Fair value estimates are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of timing, amount of expected future cash flows and the credit standing of the issuer. Such estimates do not consider the tax impact of the realization of unrealized gains or losses. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. In addition, the disclosed fair value may not be realized in the immediate settlement of the financial instrument. Care should be exercised in deriving conclusions about our business, its value or financial position based on the fair value information of financial instruments presented below. The estimated fair value approximates carrying value for cash and cash equivalents, FHLB and FRB stock, accrued interest receivable, non-maturity deposits, short-term borrowings and accrued interest payable. Fair value estimates for other financial instruments not included elsewhere in this disclosure are discussed below. Securities held to maturity: The fair value of the Company’s investment securities held to maturity is primarily measured using information from a third-party pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Loans: The fair value of the Company’s loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made for the same remaining maturities. Loans were first segregated by type such as commercial, residential mortgage, and consumer, and were then further segmented into fixed and variable rate and loan quality categories. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments. Time deposits: The fair value of time deposits was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments. The fair values of the Company’s time deposit liabilities do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value. Long-term borrowings: Long-term borrowings consist of $40 million of subordinated notes. The subordinated notes are publicly traded and are valued based on market prices, which are characterized as Level 2 liabilities in the fair value hierarchy. - 126 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (20.) FAIR VALUE MEASUREMENTS (Continued) The following presents the carrying amount, estimated fair value, and placement in the fair value measurement hierarchy of the Company’s financial instruments as of December 31(in thousands): Level in Fair Value 2019 2018 Estimated Fair Value $ 112,947 417,917 363,259 4,224 3,201,814 3,630 11,308 20,637 - 6,419 13 119 2,375,486 1,179,991 275,500 41,083 10,942 6,720 18 7 Carrying Amount $ 102,755 445,677 446,581 2,868 3,049,812 2,872 11,990 26,375 631 1,803 - 83 2,346,839 1,020,068 469,500 39,202 9,280 2,006 24 27 Estimated Fair Value $ 102,755 445,677 439,581 2,868 3,006,161 2,872 11,990 26,375 631 1,803 - 83 2,346,839 1,014,532 469,500 38,415 9,280 2,006 24 27 Financial assets: Cash and cash equivalents Securities available for sale Securities held to maturity Loans held for sale Loans Loans (1) Accrued interest receivable FHLB and FRB stock Derivative instruments – cash flow hedge Derivative instruments – interest rate products Derivative instruments – credit contracts Derivative instruments – mortgage banking Financial liabilities: Non-maturity deposits Time deposits Short-term borrowings Long-term borrowings Accrued interest payable Derivative instruments – interest rate products Derivative instruments – credit contracts Derivative instruments – mortgage banking (1) Comprised of collateral dependent impaired loans. Measurement Carrying Amount Hierarchy Level 1 Level 2 Level 2 Level 2 Level 2 Level 3 Level 1 Level 2 Level 2 Level 2 Level 2 Level 2 Level 1 Level 2 Level 1 Level 2 Level 1 Level 2 Level 2 Level 2 $ 112,947 417,917 359,000 4,224 3,186,875 3,630 11,308 20,637 - 6,419 13 119 2,375,486 1,180,189 275,500 39,273 10,942 6,720 18 7 - 127 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (21.) PARENT COMPANY FINANCIAL INFORMATION Condensed financial statements pertaining only to the Parent are presented below (in thousands). Condensed Statements of Financial Condition Assets: Cash and due from subsidiary Investment in and receivables due from subsidiary Other assets Total assets Liabilities and shareholders’ equity: Long-term borrowings, net of issuance costs of $727 and $798, respectively Other liabilities Shareholders’ equity Total liabilities and shareholders’ equity December 31, 2019 2018 $ $ $ $ 7,172 471,959 3,992 483,123 39,273 4,903 438,947 483,123 $ $ $ $ 7,377 429,202 6,199 442,778 39,202 7,283 396,293 442,778 Condensed Statements of Income Dividends from subsidiary and associated companies Management and service fees from subsidiaries Other income Total income Interest expense Operating expenses Total expense Income before income tax benefit and equity in undistributed earnings of subsidiary Income tax benefit Income before equity in undistributed earnings of subsidiary Equity in undistributed earnings of subsidiary Net income Years ended December 31, 2018 2017 2019 $ $ 20,000 146 97 20,243 2,471 3,073 5,544 14,699 596 15,295 33,567 48,862 $ $ 20,000 137 137 20,274 2,471 4,156 6,627 13,647 1,745 15,392 24,134 39,526 $ $ 12,000 1,185 1,298 14,483 2,471 4,249 6,720 7,763 1,817 9,580 23,946 33,526 - 128 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (21.) PARENT COMPANY FINANCIAL INFORMATION (Continued) Condensed Statements of Cash Flows Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Years ended December 31, 2018 2017 2019 $ 48,862 $ 39,526 $ 33,526 Equity in undistributed earnings of subsidiary Depreciation and amortization Share-based compensation Decrease (increase) in other assets (Decrease) increase in other liabilities Net cash provided by operating activities Cash flows from investing activities: Capital investment in subsidiaries Purchase of premises and equipment Net cash paid for acquisition Net cash used in investing activities Cash flows from financing activities: Proceeds from issuance of common shares Purchase of preferred and common shares Proceeds from stock options exercised Dividends paid Other Net cash (used in) provided by financing activities Net decrease in cash and cash equivalents Cash and cash equivalents as of beginning of year Cash and cash equivalents as of end of the year $ (33,567) 153 1,406 2,243 (1,407) 17,690 (350) 8 - (342) - (293) - (17,260) - (17,553) (205) 7,377 7,172 $ (24,134) 152 1,301 (175) 1,548 18,218 (803) (19) (4,503) (5,325) - (114) 320 (16,409) - (16,203) (3,310) 10,687 7,377 $ (23,946) 149 1,174 (1,673) (1,211) 8,019 (38,405) (44) - (38,449) 38,303 (157) 413 (13,958) - 24,601 (5,829) 16,516 10,687 - 129 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (22.) SEGMENT REPORTING The Company has two reportable segments: Banking and Non-Banking. These reportable segments have been identified and organized based on the nature of the underlying products and services applicable to each segment, the type of customers to whom those products and services are offered and the distribution channel through which those products and services are made available. The Banking segment includes all of the Company’s retail and commercial banking operations. The Non-Banking segment includes the activities of SDN, a full service insurance agency that provides a broad range of insurance services to both personal and business clients, and Courier Capital and HNP Capital, our investment advisor and wealth management firms that provide customized investment management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans. Holding company amounts are the primary differences between segment amounts and consolidated totals, and are reflected in the Holding Company and Other column below, along with amounts to eliminate balances and transactions between segments. The following table presents information regarding the Company’s business segments as of the dates indicated (in thousands). December 31, 2019 Goodwill Other intangible assets, net Total assets December 31, 2018 Goodwill Other intangible assets, net Total assets Banking Non-Banking $ $ $ $ 48,536 98 4,346,615 48,536 213 4,272,439 $ $ 17,526 8,763 36,733 17,526 9,898 35,975 Holding Company and Other - - 830 - - 3,284 Consolidated Totals $ $ 66,062 8,861 4,384,178 66,062 10,111 4,311,698 - 130 - FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019, 2018 and 2017 (22.) SEGMENT REPORTING (Continued) The following table presents information regarding the Company’s business segments for the periods indicated (in thousands). Year ended December 31, 2019 Net interest income (expense) Provision for loan losses Noninterest income Noninterest expense Income (loss) before income taxes Income tax (expense) benefit Net income (loss) Year ended December 31, 2018 Net interest income (expense) Provision for loan losses Noninterest income Noninterest expense (2) Income (loss) before income taxes Income tax (expense) benefit Net income (loss) Year ended December 31, 2017 Net interest income (expense) Provision for loan losses Noninterest income Noninterest expense (2) Income (loss) before income taxes Income tax (expense) benefit Net income (loss) Banking Non- Banking (1) Holding Company and Other Consolidated Totals $ $ $ $ $ $ $ $ $ $ 132,383 (8,044) 29,390 (88,801) 64,928 (11,190) 53,738 125,334 (8,934) 26,295 (84,927) 57,768 (11,622) 46,146 115,086 (13,361) 24,921 (78,845) 47,801 (12,253) $ - - 11,694 (11,899) (205) 33 (172) $ $ - - 10,780 (12,663) (1,883) (129) (2,012) $ $ - - 9,172 (9,264) (92) 491 (2,471) $ - (703) (2,128) (5,302) 598 (4,704) $ (2,470) $ - (597) (3,286) (6,353) 1,745 (4,608) $ (2,471) $ - 637 (2,404) (4,238) 1,817 129,912 (8,044) 40,381 (102,828) 59,421 (10,559) 48,862 122,864 (8,934) 36,478 (100,876) 49,532 (10,006) 39,526 112,615 (13,361) 34,730 (90,513) 43,471 (9,945) $ 35,548 $ 399 $ (2,421) $ 33,526 (1) Reflects activity from the acquisition of the assets of Robshaw & Julian since August 31, 2017 (the date of acquisition) and from HNP Capital since June 1, 2018 (the date of acquisition). (2) Non-Banking segment includes SDN reporting unit goodwill impairment of $2.4 and $1.6 million for the years ended December 31, 2018 and 2017, respectively. - 131 - ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Effectiveness of Controls and Procedures As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b), as adopted by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K. Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management Report on Internal Control over Financial Reporting and Attestation Report of Independent Registered Public Accounting Firm Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Management assessed the Company’s internal control over financial reporting based on criteria established in the Internal Control— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that, as of December 31, 2019, the Company maintained effective internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting is included under Item 8 “Financial Statements and Supplementary Data” in Part II of this Form 10-K. RSM US LLP, an independent registered public accounting firm, has audited the consolidated financial statements as of and for the year ended December 31, 2019 which are included in this Annual Report on Form 10-K, and has issued a report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019. The Report of the Independent Registered Public Accounting Firm that attests the effectiveness of internal control over financial reporting is included under Item 8 “Financial Statements and Supplementary Data” in Part II of this Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION Not applicable. - 132 - PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE In response to this Item, the information set forth in the Company’s Proxy Statement for its 2020 Annual Meeting of Shareholders (the “2020 Proxy Statement”) to be filed within 120 days following the end of the Company’s fiscal year, under the headings “Proposal 1 - Election of Directors,” “Business Experience and Qualification of Directors” and “Our Executive Officers” is incorporated herein by reference. Information concerning the Company’s Audit Committee and the Audit Committee’s financial expert is set forth under the caption “Committees of the Board” in the 2020 Proxy Statement and is incorporated herein by reference. Information concerning the Company’s Code of Business Conduct and Ethics is set forth under the caption “Code of Ethics” in the 2020 Proxy Statement and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION In response to this Item, the information set forth in the 2020 Proxy Statement under the headings “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Management Development and Compensation Committee Interlocks and Insider Participation,” “Director Compensation,” and “Management Development and Compensation Committee Report” is incorporated herein by reference. ITEM 12. STOCKHOLDER MATTERS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED In response to this Item, the information set forth in the 2020 Proxy Statement under the heading “Beneficial Owners of Common Shares” is incorporated herein by reference. Equity Compensation Plan Information The following table sets forth, as of December 31, 2019, information about our equity compensation plans that have been approved by our shareholders, including the number of shares of our common stock exercisable under all outstanding options, warrants and rights, the weighted average exercise price of all outstanding options, warrants and rights and the number of shares available for future issuance under our equity compensation plans. We have no equity compensation plans that have not been approved by our shareholders. Plan Category Equity compensation plans approved by shareholders Equity compensation plans not approved by shareholders Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted average exercise price of outstanding options, warrants and rights (b) (1) 147,695 (1) $ - $ Number of securities Remaining for future Issuance under equity compensation plans (excluding securities Reflected in column (a)) (c) - - 216,109 - (1) Comprised of restricted stock units granted under our 2015 Plan. See Note 16, Share-Based Compensation, to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for further details. All restricted stock units are excluded from the weighted average exercise price column. - 133 - ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE In response to this Item, the information set forth in the 2020 Proxy Statement under the headings “Certain Relationships and Related Transactions” and “Director Independence and Qualifications” is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES In response to this Item, the information set forth in the 2020 Proxy Statement under the heading “Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm” is incorporated herein by reference. - 134 - ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) FINANCIAL STATEMENTS PART IV Reference is made to the Index to Consolidated Financial Statements of Financial Institutions, Inc. and subsidiaries under Item 8 “Financial Statements and Supplementary Data” in Part II of this Annual Report on Form 10-K. (b) EXHIBITS The following is a list of all exhibits filed or incorporated by reference as part of this Report. Exhibit Number 3.1 3.2 4.1 4.2 4.3 4.4 10.1 10.2 10.3 10.4 Amended and Restated Certificate of Incorporation of the Company Description Amended and Restated Bylaws of Financial Institutions, Inc. Subordinated Indenture, dated as of April 15, 2015, between Financial Institutions, Inc. and Wilmington Trust, National Association, as Trustee First Supplemental Indenture, dated as of April 15, 2015, between Financial Institutions, Inc. and Wilmington Trust, National Association, as Trustee Form of Global Note to represent the 6.00% Fixed-to-Floating Rate Subordinated Notes due April 15, 2030 Description of the Company’s Securities Voluntary Retirement Agreement with Ronald A. Miller Amendment to Voluntary Retirement Agreement with Ronald A. Miller Supplemental Executive Retirement Agreement between Financial Institutions, Inc. and Peter G. Humphrey Supplemental Executive Retirement Agreement between Financial Institutions, Inc. and Richard J. Harrison 10.5 Financial Institutions, Inc. 2015 Long-Term Incentive Plan 10.6 10.7 10.8 10.9 10.10 10.11 Form of Director Annual Restricted Stock Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan Form of Director “In Lieu of Cash Fees” Stock Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan Form of Restricted Stock Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan Form of Performance Stock Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan Form of Restricted Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan Form of Performance Stock Unit Award Agreement Pursuant to the Financial Institutions, Inc. 2015 Long-Term Incentive Plan 10.12 Form of Indemnification Agreement Location Incorporated by reference to Exhibits 3.1, 3.2 and 3.3 of the Form 10-K for the year ended December 31, 2008, dated March 12, 2009 Incorporated by reference to Exhibit 3.1 of the Form 8-K, dated June 25, 2019 Incorporated by reference to Exhibit 4.1 of the Form 8-K, dated April 15, 2015 Incorporated by reference to Exhibit 4.2 of the Form 8-K, dated April 15, 2015 Incorporated by reference to Exhibit A of Exhibit 4.2 of the Form 8-K, dated April 15, 2015 Filed Herewith Incorporated by reference to Exhibit 10.2 of the Form 8-K, dated September 26, 2008 Incorporated by reference to Exhibit 10.1 of the Form 8-K, dated March 3, 2010 Incorporated by reference to Exhibit 10.3 of the Form 10-Q for the quarterly period ended September 30, 2012, dated November 6, 2012 Incorporated by reference to Exhibit 10.1 of the Form 10-Q for the quarterly period ended June 30, 2014, dated August 5, 2014 Incorporated by reference to Exhibit 10.1 of the Form 10-Q for the quarterly period ended June 30, 2015, dated August 5, 2015 Incorporated by reference to Exhibit 10.2 of the Form 10-Q for the quarterly period ended June 30, 2015, dated August 5, 2015 Incorporated by reference to Exhibit 10.3 of the Form 10-Q for the quarterly period ended June 30, 2015, dated August 5, 2015 Incorporated by reference to Exhibit 10.4 of the Form 10-Q for the quarterly period ended June 30, 2015, dated August 5, 2015 Incorporated by reference to Exhibit 10.5 of the Form 10-Q for the quarterly period ended June 30, 2015, dated August 5, 2015 Incorporated by reference to Exhibit 10.6 of the Form 10-Q for the quarterly period ended June 30, 2015, dated August 5, 2015 Incorporated by reference to Exhibit 10.7 of the Form 10-Q for the quarterly period ended June 30, 2015, dated August 5, 2015 Incorporated by reference to Exhibit 10.1 of the Form 8-K, dated December 30, 2016 - 135 - 10.13 10.14 10.15 10.16 10.17 21 23.1 23.2 31.1 31.2 32 Amended and Restated Executive Agreement, dated May 3, 2017, by and between Financial Institutions, Inc. and Martin K. Birmingham Amended and Restated Executive Agreement, dated May 3, 2017, by and between Financial Institutions, Inc. and Kevin B. Klotzbach Executive Agreement, dated May 3, 2017, by and between Financial Institutions, Inc. and Jeffrey P. Kenefick Executive Agreement, dated May 3, 2017, by and between Financial Institutions, Inc. and William L. Kreienberg Supplemental Executive Retirement Agreement between Financial Institutions, Inc. and Kevin B. Klotzbach dated June 26, 2018 Subsidiaries of Financial Institutions, Inc. Consent of Independent Registered Public Accounting Firm, RSM US LLP Consent of Independent Registered Public Accounting Firm, KPMG LLP Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 XBRL Instance Document Incorporated by reference to Exhibit 10.1 of the Form 8-K, dated May 4, 2017 Incorporated by reference to Exhibit 10.2 of the Form 8-K, dated May 4, 2017 Incorporated by reference to Exhibit 10.4 of the Form 8-K, dated May 4, 2017 Incorporated by reference to Exhibit 10.5 of the Form 8-K, dated May 4, 2017 Incorporated by reference to Exhibit 10.1 of the Form 10-Q for the quarterly period ended June 30, 2018, dated August 8, 2018 Filed Herewith Filed Herewith Filed Herewith Filed Herewith Filed Herewith Filed Herewith 101.INS 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document All material agreements consist of management contracts, compensatory plans or arrangements. ITEM 16. FORM 10-K SUMMARY None. - 136 - Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES March 4, 2020 FINANCIAL INSTITUTIONS, INC. By: /s/ Martin K. Birmingham Martin K. Birmingham President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures /s/ Martin K. Birmingham Martin K. Birmingham /s/ Justin K. Bigham Justin K. Bigham /s/ Sonia M. Dumbleton Sonia M. Dumbleton /s/ Karl V. Anderson, Jr. Karl V. Anderson, Jr. /s/ Donald K. Boswell Donald K. Boswell /s/ Dawn H. Burlew Dawn H. Burlew /s/ Andrew W. Dorn, Jr. Andrew W. Dorn, Jr. /s/ Robert M. Glaser Robert M. Glaser /s/ Samuel M. Gullo Samuel M. Gullo /s/ Susan R. Holliday Susan R. Holliday /s/ Robert N. Latella Robert N. Latella /s/ Kim E. VanGelder Kim E. VanGelder Date March 4, 2020 March 4, 2020 March 4, 2020 March 4, 2020 March 4, 2020 March 4, 2020 March 4, 2020 March 4, 2020 March 4, 2020 March 4, 2020 March 4, 2020 March 4, 2020 Title Director, President and Chief Executive Officer (Principal Executive Officer) Executive Vice President and Chief Financial Officer (Principal Financial Officer) Senior Vice President and Controller (Principal Accounting Officer) Director Director Director Director Director Director Director, Vice-Chair Director, Chair Director - 137 - [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] Investor Information Corporate Headquarters 220 Liberty Street Warsaw, New York 14569 Corporate Website Financial results, corporate announcements, dividend news and corporate governance information is available on the Company’s website: www.ﬁiwarsaw.com Annual Meeting The 2020 Annual Meeting of Shareholders will be held at 10:00 a.m. EDT on June 17, 2020, at Five Star Bank Plaza, 100 Chestnut Street, Rochester, NY 14604. The virtual meeting location is: www.virtualshareholdermeeting.com/FISI2020 You will need the multi-digit Control Number provided in your proxy materials to access the virtual meeting. At this time, we intend to hold the Annual Meeting in person and through remote communication. However, we are sensitive to the concerns our shareholders may have regarding the novel coronavi- rus (“COVID-19”) pandemic and the protocols that federal, state and local governments may issue. Accordingly, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication via the virtual meeting at www.virtualshare- holdermeeting.com/FISI2020. In the event we determine to hold the Annual Meeting solely by means of remote communication, we will announce such decision as promptly as practicable. Transfer Agent Our transfer agent, American Stock Transfer & Trust Co., maintains the records for our registered shareholders and can assist you with a variety of stockholder services including address changes, certiﬁcate replacement and other inquiries regarding your account. Form 10-K and Other Reports This Annual Report includes the Financial Institutions, Inc. Annual Report on Form 10-K. The Form 10-K Report ﬁled with the U.S. Securities and Exchange Commission in March 2020 also containsi- additional information including exhibits. The Form 10-K can be viewed at www.ﬁiwarsaw.com, Financials/SEC Filings, and is also available without charge upon request to Samuel J. Burruano, Jr., Corporate Secretary, 220 Liberty Street, Warsaw, New York 14569. Investor Relations Contacts Shelly J. Doran - Director of Investor and External Relations SJDoran@ﬁve-starbank.com or Justin K. Bigham - Executive Vice President and CFO JKBigham@ﬁve-starbank.com Legal Counsel Harter Secrest & Emery LLP Independent Auditors RSM US LLP Chicago, IL Affiliates Five Star Bank SDN Insurance Agency, LLC Courier Capital, LLC HNP Capital, LLC Five Star Bank Regional Administrative Center Five Star Bank Plaza 100 Chestnut Street Rochester, NY 14604 American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, New York 11219 Five Star Bank Buffalo Regional Office 300 Spindrift Drive Amherst, New York 14221 Phone: 800-937-5449 Teletypewriter for the hearing impaired: 866-703-9077 help@astfinancial.com Website: www.astfinancial.com Stock Exchange Information Nasdaq Global Select Market Ticker Symbol: FISI ® SDN Insurance Agency, LLC 300 Spindrift Drive Amherst, New York 14221 Courier Capital, LLC 1114 Delaware Avenue Buffalo, NY 14209 HNP Capital, LLC Five Star Bank Plaza 100 Chestnut Street Rochester, NY 14604 ® 220 Liberty Street, Warsaw, NY 14569 585.786.1100 | www.fiiwarsaw.com

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