UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

☒

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

For the quarterly period ended ~~March 31,~~ September 30, 2021

☐ TRANSITION 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 ________

Commission File Number: 000-26481

Financial Institutions, Inc.

(Exact name of registrant as specified in its charter)


New York		16-0816610
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

220 LIBERTY STREET, WARSAW, New York		14569
(Address of principal executive offices)		(Zip Code)

~~(585)~~ (585) 786-1100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	FISI	Nasdaq Global Select Market

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	☐	Accelerated filer	☑

~~Non-accelerated filer~~	☐	~~Smaller reporting company~~	☐
Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The registrant had ~~15,828,899~~15,837,725 shares of Common Stock, $0.01 par value, outstanding as of ~~May 1,~~October 31, 2021.

Table of Contents

FINANCIAL INSTITUTIONS, INC.

Form 10-Q

For the Quarterly Period Ended ~~March 31,~~September 30, 2021

TABLE OF CONTENTS


		PAGE
PART I.	FINANCIAL INFORMATION

ITEM 1.	Financial Statements

	Consolidated Statements of Financial Condition (Unaudited) - at ~~March 31,~~September 30, 2021 and December 31, 2020	3

	Consolidated Statements of Income (Unaudited) - Three and nine months ended ~~March 31,~~September 30, 2021 and 2020	4

	Consolidated Statements of Comprehensive Income (Unaudited) - Three and nine months ended ~~March 31,~~September 30, 2021 and 2020	5

	Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - Three and nine months ended ~~March 31,~~September 30, 2021 and 2020	6

	Consolidated Statements of Cash Flows (Unaudited) - ~~Three~~Nine months ended ~~March 31,~~September 30, 2021 and 2020	8

	Notes to Consolidated Financial Statements (Unaudited)	9

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4044

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	5867

ITEM 4.	Controls and Procedures	5968

PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings	6069

ITEM 2.6.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	60

~~ITEM 6.~~	Exhibits	6170

	Signatures	6271

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Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition (Unaudited)


(Dollars in thousands, except share and per share data)	March 31, 2021			December 31, 2020			September 30, 2021			December 31, 2020
ASSETS
Cash and due from banks	$	344,790		$	93,878		$	288,426		$	93,878
Securities available for sale, at fair value		753,489			628,059			1,097,950			628,059
Securities held to maturity, at amortized cost (net of allowance for credit losses of $7 and $7, respectively) (fair value of $264,329 and $282,035, respectively)		256,127			271,966
Securities held to maturity, at amortized cost (net of allowance for credit losses of $5 and $7, respectively) (fair value of $224,164 and $282,035, respectively)								218,135			271,966
Loans held for sale		5,685			4,305			5,916			4,305
Loans (net of allowance for credit losses of $49,828 and $52,420, respectively)		3,604,558			3,542,718
Loans (net of allowance for credit losses of $45,444 and $52,420, respectively)								3,608,455			3,542,718
Company owned life insurance		101,564			100,895			123,034			100,895
Premises and equipment, net		39,820			40,610			40,605			40,610
Goodwill and other intangible assets, net		74,528			73,789			74,659			73,789
Other assets		148,495			156,086			166,013			156,086
Total assets	$	5,329,056		$	4,912,306		$	5,623,193		$	4,912,306
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand	$	1,099,608		$	1,018,549		$	1,144,852		$	1,018,549
Interest-bearing demand		873,390			731,885			893,976			731,885
Savings and money market		1,826,621			1,642,340			2,015,855			1,642,340
Time deposits		916,395			885,593			920,280			885,593
Total deposits		4,716,014			4,278,367			4,974,963			4,278,367
Short-term borrowings		—			5,300			—			5,300
Long-term borrowings, net of issuance costs of $1,321 and $1,377, respectively		73,679			73,623
Long-term borrowings, net of issuance costs of $1,166 and $1,377, respectively								73,834			73,623
Other liabilities		73,079			86,653			80,383			86,653
Total liabilities		4,862,772			4,443,943			5,129,180			4,443,943
Shareholders’ equity:
Series A 3% preferred stock, $100 par value; 1,533 shares authorized; 1,435 shares issued		143			143
Series B-1 8.48% preferred stock, $100 par value; 200,000 shares authorized; 171,786 and 171,847 shares issued, respectively		17,179			17,185
Series A 3% preferred stock, $100 par value; 1,533 shares authorized; 1,435 shares issued								143			143
Series B-1 8.48% preferred stock, $100 par value; 200,000 shares authorized; 171,486 and 171,847 shares issued, respectively								17,149			17,185
Total preferred equity		17,322			17,328			17,292			17,328
Common stock, $0.01 par value; 50,000,000 shares authorized; 16,099,556 shares issued		161			161
Common stock, $0.01 par value; 50,000,000 shares authorized; 16,099,556 shares issued								161			161
Additional paid-in capital		124,891			125,118			125,785			125,118
Retained earnings		340,923			324,850			369,019			324,850
Accumulated other comprehensive (loss) income		(10,572	)		2,128			(12,116	)		2,128
Treasury stock, at cost – 270,657 and 57,630 shares, respectively		(6,441	)		(1,222	)
Treasury stock, at cost – 257,475 and 57,630 shares, respectively								(6,128	)		(1,222	)
Total shareholders’ equity		466,284			468,363			494,013			468,363
Total liabilities and shareholders’ equity	$	5,329,056		$	4,912,306		$	5,623,193		$	4,912,306

See accompanying notes to the consolidated financial statements.

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)


(In thousands, except per share amounts)	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020			2021			2020
Interest income:
Interest and fees on loans	$	37,059		$	36,860		$	36,242		$	35,602		$	109,694		$	107,659
Interest and dividends on investment securities		4,187			4,582			4,918			4,086			13,603			13,206
Other interest income		27			211			67			31			155			266
Total interest income		41,273			41,653			41,227			39,719			123,452			121,131
Interest expense:
Deposits		2,235			7,019			1,894			3,370			6,294			15,066
Short-term borrowings		119			892			0			232			119			1,408
Long-term borrowings		1,062			618			1,060			618			3,177			1,853
Total interest expense		3,416			8,529			2,954			4,220			9,590			18,327
Net interest income		37,857			33,124			38,273			35,499			113,862			102,804
Provision (benefit) for credit losses		(1,981	)		13,915
Net interest income after provision for credit losses		39,838			19,209
(Benefit) provision for credit losses								(541	)		4,028			(7,144	)		21,689
Net interest income after (benefit) provision for credit losses								38,814			31,471			121,006			81,115
Noninterest income:
Service charges on deposits		1,292			1,587			1,502			1,254			4,081			3,321
Insurance income		1,396			1,349			1,864			1,357			4,407			3,525
Card interchange income		1,958			1,602			2,118			1,943			6,270			5,321
Investment advisory		2,772			2,246			2,969			2,443			8,627			6,940
Company owned life insurance		657			465			776			470			2,126			1,397
Investments in limited partnerships		855			213			694			(105	)		1,787			(136	)
Loan servicing		97			7			105			49			293			106
Income from derivative instruments, net		1,875			746			377			1,931			1,660			4,617
Net gain on sale of loans held for sale		1,078			252			600			1,397			2,468			2,261
Net gain on investment securities		74			221			0			554			71			1,449
Net (loss) gain on other assets		(5	)		64
Loss on tax credit investments		(85	)		(40	)
Net gain (loss) on other assets								138			(55	)		286			8
Net (loss) gain on tax credit investments								(129	)		(40	)		62			(120	)
Other		995			1,198			1,069			1,019			3,094			3,151
Total noninterest income		12,959			9,910			12,083			12,217			35,232			31,840
Noninterest expense:
Salaries and employee benefits		14,465			15,014			15,798			15,085			44,782			45,173
Occupancy and equipment		3,382			3,756			3,834			3,263			10,502			10,407
Professional services		1,895			2,152			1,600			1,242			5,098			4,974
Computer and data processing		3,121			2,673			3,579			3,250			10,160		��	8,622
Supplies and postage		484			553			447			463			1,361			1,533
FDIC assessments		765			372			697			594			1,942			1,505
Advertising and promotions		324			555			474			955			1,234			2,055
Amortization of intangibles		271			294			264			280			801			861
Restructuring charges								0			1,362			0			1,362
Other		2,033			2,301			2,476			1,981			6,973			6,228
Total noninterest expense		26,740			27,670			29,169			28,475			82,853			82,720
Income before income taxes		26,057			1,449			21,728			15,213			73,385			30,235
Income tax expense		5,347			322			4,553			2,940			15,300			5,703
Net income	$	20,710		$	1,127		$	17,175		$	12,273		$	58,085		$	24,532
Preferred stock dividends		365			365			364			365			1,095			1,096
Net income available to common shareholders	$	20,345		$	762		$	16,811		$	11,908		$	56,990		$	23,436
Earnings per common share (Note 3):
Earnings per common share (Note 4):
Basic	$	1.28		$	0.05		$	1.06		$	0.74		$	3.60		$	1.46
Diluted	$	1.27		$	0.05		$	1.05		$	0.74		$	3.58		$	1.46
Cash dividends declared per common share	$	0.27		$	0.26		$	0.27		$	0.26		$	0.81		$	0.78

See accompanying notes to the consolidated financial statements.

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)


(Dollars in thousands)	Three months ended March 31,					Three months ended September 30,						Nine months ended September 30,
	2021			2020		2021			2020			2021			2020
Net income	$	20,710		$	1,127	$	17,175		$	12,273		$	58,085		$	24,532
Other comprehensive (loss) income, net of tax:
Other comprehensive income (loss), net of tax:
Securities available for sale and transferred securities		(14,402	)		12,106		(6,400	)		(69	)		(15,800	)		13,778
Hedging derivative instruments		1,564			91		80			123			1,143			(174	)
Pension and post-retirement obligations		138			234		138			233			413			700
Total other comprehensive (loss) income, net of tax		(12,700	)		12,431
Total other comprehensive income (loss), net of tax							(6,182	)		287			(14,244	)		14,304
Comprehensive income	$	8,010		$	13,558	$	10,993		$	12,560		$	43,841		$	38,836

See accompanying notes to the consolidated financial statements.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

Three and nine months ended ~~March 31,~~September 30, 2021 and 2020


(Dollars in thousands, except per share data)	Preferred Equity			Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Shareholders’ Equity			Preferred Equity			Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Shareholders’ Equity
Balance at December 31, 2020	$	17,328		$	161	$	125,118		$	324,850		$	2,128		$	(1,222	)	$	468,363		$	17,328		$	161	$	125,118		$	324,850		$	2,128		$	(1,222	)	$	468,363
Comprehensive income:
Net income		—			—		—			20,710			—			—			20,710			—			—		—			20,710			—			—			20,710
Other comprehensive loss, net of tax		—			—		—			—			(12,700	)		—			(12,700	)		—			—		—			—			(12,700	)		—			(12,700	)
Common stock issued		—			—		3			—			—			298			301			—			—		3			—			—			298			301
Purchases of common stock for treasury		—			—		—			—			—			(5,963	)		(5,963	)		—			—		—			—			—			(5,963	)		(5,963	)
Purchases of 8.48% preferred stock		(6	)		—		—			—			—			—			(6	)		(6	)		—		—			—			—			—			(6	)
Share-based compensation plans:
Share-based compensation		—			—		216			—			—			—			216			—			—		216			—			—			—			216
Restricted stock units released		—			—		(446	)		—			—			446			—			—			—		(446	)		—			—			446			—
Cash dividends declared:
Series A 3% Preferred-$0.75 per share		—			—		—			(1	)		—			—			(1	)
Series B-1 8.48% Preferred-$2.12 per share		—			—		—			(364	)		—			—			(364	)
Common-$0.27 per share		—			—		—			(4,272	)		—			—			(4,272	)
Series A 3% Preferred-$0.75 per share																						—			—		—			(1	)		—			—			(1	)
Series B-1 8.48% Preferred-$2.12 per share																						—			—		—			(364	)		—			—			(364	)
Common-$0.27 per share																						—			—		—			(4,272	)		—			—			(4,272	)
Balance at March 31, 2021	$	17,322		$	161	$	124,891		$	340,923		$	(10,572	)	$	(6,441	)	$	466,284		$	17,322		$	161	$	124,891		$	340,923		$	(10,572	)	$	(6,441	)	$	466,284
Comprehensive income:
Net income																						—			—		—			20,200			—			—			20,200
Other comprehensive income, net of tax																						—			—		—			—			4,638			—			4,638
Purchases of common stock for treasury																						—			—		—			—			—			(1	)		(1	)
Purchases of 8.48% preferred stock																						(30	)		—		(7	)		—			—			—			(37	)
Share-based compensation plans:
Share-based compensation																						—			—		562			—			—			—			562
Restricted stock awards issued																						—			—		(223	)		—			—			223			—
Stock awards																						—			—		30			—			—			88			118
Cash dividends declared:
Series A 3% Preferred-$0.75 per share																						—			—		—			(1	)		—			—			(1	)
Series B-1 8.48% Preferred-$2.12 per share																						—			—		—			(365	)		—			—			(365	)
Common-$0.27 per share																						—			—		—			(4,272	)		—			—			(4,272	)
Balance at June 30, 2021																					$	17,292		$	161	$	125,253		$	356,485		$	(5,934	)	$	(6,131	)	$	487,126
Comprehensive income:
Net income																						—			—		—			17,175			—			—			17,175
Other comprehensive loss, net of tax																						—			—		—			—			(6,182	)		—			(6,182	)
Purchases of common stock for treasury																						—			—		—			—			—			(3	)		(3	)
Share-based compensation plans:
Share-based compensation																						—			—		538			—			—			—			538
Restricted stock units released																						—			—		(6	)		—			—			6			—
Cash dividends declared:
Series A 3% Preferred-$0.75 per share																						—			—		—			(1	)		—			—			(1	)
Series B-1 8.48% Preferred-$2.12 per share																						—			—		—			(363	)		—			—			(363	)
Common-$0.27 per share																						—			—		—			(4,277	)		—			—			(4,277	)
Balance at September 30, 2021																					$	17,292		$	161	$	125,785		$	369,019		$	(12,116	)	$	(6,128	)	$	494,013

Continued on next page

See accompanying notes to the consolidated financial statements.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) (Continued)

Three and nine months ended ~~March 31,~~September 30, 2021 and 2020


(Dollars in thousands, except per share data)	Preferred Equity		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Shareholders’ Equity			Preferred Equity		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Shareholders’ Equity
Balance at December 31, 2019	$	17,328	$	161	$	124,582		$	313,364		$	(14,513	)	$	(1,975	)	$	438,947		$	17,328	$	161	$	124,582		$	313,364		$	(14,513	)	$	(1,975	)	$	438,947
Cumulative-effect adjustment		—		—		—			(8,719	)		—			—			(8,719	)		—		—		—			(8,719	)		—			—			(8,719	)
Balance at January 1, 2020	$	17,328	$	161	$	124,582		$	304,645		$	(14,513	)	$	(1,975	)	$	430,228		$	17,328	$	161	$	124,582		$	304,645		$	(14,513	)	$	(1,975	)	$	430,228
Comprehensive income:
Net income		—		—		—			1,127			—			—			1,127			—		—		—			1,127			—			—			1,127
Other comprehensive income, net of tax		—		—		—			—			12,431			—			12,431			—		—		—			—			12,431			—			12,431
Purchases of common stock for treasury		—		—		—			—			—			(196	)		(196	)		—		—		—			—			—			(196	)		(196	)
Share-based compensation plans:
Share-based compensation		—		—		332			—			—			—			332			—		—		332			—			—			—			332
Restricted stock units released		—		—		(469	)		—			—			469			—			—		—		(469	)		—			—			469			—
Cash dividends declared:
Series A 3% Preferred-$0.75 per share		—		—		—			(1	)		—			—			(1	)
Series B-1 8.48% Preferred-$2.12 per share		—		—		—			(364	)		—			—			(364	)
Common-$0.26 per share		—		—		—			(4,164	)		—			—			(4,164	)
Series A 3% Preferred-$0.75 per share																					—		—		—			(1	)		—			—			(1	)
Series B-1 8.48% Preferred-$2.12 per share																					—		—		—			(364	)		—			—			(364	)
Common-$0.26 per share																					—		—		—			(4,164	)		—			—			(4,164	)
Balance at March 31, 2020	$	17,328	$	161	$	124,445		$	301,243		$	(2,082	)	$	(1,702	)	$	439,393		$	17,328	$	161	$	124,445		$	301,243		$	(2,082	)	$	(1,702	)	$	439,393
Comprehensive income:
Net income																					—		—		—			11,132			—			—			11,132
Other comprehensive income, net of tax																					—		—		—			—			1,586			—			1,586
Share-based compensation plans:
Share-based compensation																					—		—		369			—			—			—			369
Restricted stock awards issued																					—		—		(272	)		—			—			272			—
Stock awards																					—		—		(19	)		—			—			114			95
Cash dividends declared:
Series A 3% Preferred-$0.75 per share																					—		—		—			(1	)		—			—			(1	)
Series B-1 8.48% Preferred-$2.12 per share																					—		—		—			(365	)		—			—			(365	)
Common-$0.26 per share																					—		—		—			(4,164	)		—			—			(4,164	)
Balance at June 30, 2020																				$	17,328	$	161	$	124,523		$	307,845		$	(496	)	$	(1,316	)	$	448,045
Comprehensive income:
Net income																					—		—		—			12,273			—			—			12,273
Other comprehensive income, net of tax																					—		—		—			—			287			—			287
Share-based compensation plans:
Share-based compensation																					—		—		289			—			—			—			289
Cash dividends declared:
Series A 3% Preferred-$0.75 per share																					—		—		—			(1	)		—			—			(1	)
Series B-1 8.48% Preferred-$2.12 per share																					—		—		—			(364	)		—			—			(364	)
Common-$0.26 per share																					—		—		—			(4,168	)		—			—			(4,168	)
Balance at September 30, 2020																				$	17,328	$	161	$	124,812		$	315,585		$	(209	)	$	(1,316	)	$	456,361

See accompanying notes to the consolidated financial statements.

7 -

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)


(Dollars in thousands)	Three months ended March 31,						Nine months ended September 30,
	2021			2020			2021			2020
Cash flows from operating activities:
Net income	$	20,710		$	1,127		$	58,085		$	24,532
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,950			1,973			6,067			5,924
Net amortization of premiums on securities		1,206			562			3,845			2,313
(Benefit) provision for credit losses		(1,981	)		13,915			(7,144	)		21,689
Share-based compensation		216			332			1,316			990
Deferred income tax expense (benefit)		1,658			(276	)
Deferred income tax benefit								(6,885	)		(2,692	)
Proceeds from sale of loans held for sale		21,314			9,934			63,331			63,995
Originations of loans held for sale		(21,616	)		(9,280	)		(62,474	)		(64,586	)
Income on company owned life insurance		(657	)		(465	)		(2,126	)		(1,397	)
Net gain on sale of loans held for sale		(1,078	)		(252	)		(2,468	)		(2,261	)
Net gain on investment securities		(74	)		(221	)		(71	)		(1,449	)
Net loss (gain) on other assets		5			(64	)
Net gain on other assets								(286	)		(8	)
Noncash restructuring charges against assets		6			—			76			—
Decrease (increase) in other assets		12,818			(31,708	)
Increase in other assets								(2,513	)		(42,243	)
(Decrease) increase in other liabilities		(14,172	)		18,745			(9,286	)		15,491
Net cash provided by operating activities		20,305			4,322			39,467			20,298
Cash flows from investing activities:
Purchases of available for sale securities		(204,695	)		(44,812	)		(650,713	)		(215,433	)
Purchases of held to maturity securities		(1,265	)		(1,364	)		(17,009	)		(6,008	)
Proceeds from principal payments, maturities and calls on available for sale securities		32,416			30,947			115,688			85,766
Proceeds from principal payments, maturities and calls on held to maturity securities		16,783			13,827			69,954			73,120
Proceeds from sales of securities available for sale		26,675			3,157			51,891			50,207
Net loan originations		(60,135	)		(27,029	)		(59,841	)		(361,935	)
Purchases of company owned life insurance, net of proceeds received		(12	)		(7	)		(20,013	)		(8	)
Proceeds from sales of other assets		—			427			3,425			482
Purchases of premises and equipment		(290	)		(1,196	)		(8,357	)		(2,800	)
Cash consideration paid for acquisition, net of cash acquired		(713	)		—			(1,420	)		0
Net cash used in investing activities		(191,236	)		(26,050	)		(516,395	)		(376,609	)
Cash flows from financing activities:
Net increase in deposits		437,647			231,510			696,596			809,253
Net decrease in short-term borrowings		(5,300	)		(166,000	)		(5,300	)		(270,200	)
Repurchase of preferred stock		(6	)		—			(43	)		—
Purchases of common stock for treasury		(5,963	)		(196	)		(5,967	)		(196	)
Cash dividends paid to common and preferred shareholders		(4,535	)		(4,365	)		(13,810	)		(13,423	)
Net cash provided by financing activities		421,843			60,949			671,476			525,434
Net increase in cash and cash equivalents		250,912			39,221			194,548			169,123
Cash and cash equivalents, beginning of period		93,878			112,947			93,878			112,947
Cash and cash equivalents, end of period	$	344,790		$	152,168		$	288,426		$	282,070

See accompanying notes to the consolidated financial statements.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(1.)BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~(1.)~~

~~BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

Nature of Operations

Financial Institutions, Inc. (the “Company”) is a financial holding company organized in 1931 under the laws of New York State (“New York”). The Company provides diversified financial services through its subsidiaries, Five Star Bank, SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”). The Company offers a broad array of deposit, lending and other financial services to individuals, municipalities and businesses in Western and Central New York through its wholly-owned New York chartered banking subsidiary, Five Star Bank (the “Bank”). The Bank also has indirect lending network relationships with franchised automobile dealers in the Capital District of New York and Northern and Central Pennsylvania. SDN 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.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting policies conform to U.S. generally accepted accounting principles (“GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in conformity with GAAP have been condensed or omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying consolidated financial statements reflect all adjustments of a normal and recurring nature necessary for a fair presentation of the consolidated statements of financial condition, income, comprehensive income, changes in shareholders’ equity and cash flows for the periods indicated and contain adequate disclosure to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s 2020 Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year.

Operational, Accounting and Reporting Impacts Related to the COVID-19 Pandemic

The COVID-19 pandemic has negatively impacted the global economy, including our operating footprint of Western and Central New York. In response to this crisis, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed by Congress and signed into law on March 27, 2020. The CARES Act provided an estimated ~~$2.2~~$2.2 trillion to fight the COVID-19 pandemic and stimulate the economy by supporting individuals and businesses through loans, grants, tax changes, and other types of relief. Some of the provisions applicable to the Company include, but are not limited to:



Accounting for Loan Modifications - The CARES Act provided that a financial institution may elect to suspend (1) the application of GAAP for certain loan modifications related to COVID-19 that would otherwise be categorized as a troubled debt restructuring (“TDR”) and (2) any determination that such loan modifications would be considered a TDR, including the related impairment for accounting purposes.



Paycheck Protection Program - The CARES Act established the Paycheck Protection Program (“PPP”), an expansion of the Small Business Administration’s (“SBA”) 7(a) loan program and the Economic Injury Disaster Loan Program (“EIDL”), administered directly by the SBA. On December 27, 2020, the Consolidated Appropriations Act, 2021 provided approximately $284 billion for PPP loans in an additional round of funding under the program and extended the PPP through March 31, 2021. This additional round of PPP loan funding is authorized for first-time borrowers and for second draws by certain borrowers who have previously received PPP loans. On March 30, 2021, the PPP Extension Act of 2021 was signed into law, which extended the program to May 31, 2021.



Mortgage Forbearance - Under the CARES Act, a borrower with a federally backed mortgage loan that was experiencing financial hardship due to COVID-19 was able to request a forbearance until September 30, 2021.

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(1.)BASIS OF PRESENTATIOY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

•

~~Accounting for Loan Modifications~~ - The CARES Act provided that a financial institution may elect to suspend (1) the application of GAAP for certain loan modifications related to COVID-19 that would otherwise be categorized as a troubled debt restructuring (“TDR”) and (2) any determination that such loan modifications would be considered a TDR, including the related impairment for accounting purposes.

•

~~Paycheck Protection Program~~ - The CARES Act established the Paycheck Protection Program (“PPP”), an expansion of the Small Business Administration’s (“SBA”) 7(a) loan program and the Economic Injury Disaster Loan Program (“EIDL”), administered directly by the SBA. On December 27, 2020, the Consolidated Appropriations Act, 2021 provided approximately $284 billion for PPP loans in an additional round of funding under the program and extended the PPP through March 31, 2021. This additional round of PPP loan funding is authorized for first-time borrowers and for second draws by certain borrowers who have previously received PPP loans. On March 30, 2021, the PPP Extension Act of 2021 was signed into law, which extends the program to May 31, 2021.

•

~~Mortgage Forbearance~~ - Under the CARES Act, through the earlier of December 31, 2020, or the termination date of the COVID-19 national emergency, a borrower with a federally backed mortgage loan that is experiencing financial hardship due to COVID-19 may request a forbearance. This relief has been extended by executive order through at least June 30, 2021.

Also, in response to the COVID-19 pandemic, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the National Credit Union Administration (“NCUA”), the Office of the Comptroller of the Currency (“OCC”), and the Consumer Financial Protection Bureau (“CFPB”), in consultation with the state financial regulators (collectively, the “agencies”) issued a joint interagency statement (issued March 22, 2020; revised statement issued April 7, 2020). Some of the provisions applicable to the Company include, but are not limited to:



Accounting for Loan Modifications - Loan modifications that do not meet the conditions of the CARES Act may still qualify as a modification that does not need to be accounted for as a TDR. The agencies confirmed with FASB staff that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or insignificant delays in payment.



Past Due Reporting - With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to COVID-19 as past due because of the deferral. A loan’s payment date is governed by the due date stipulated in the legal agreement. If a financial institution agrees to a payment deferral, these loans would not be considered past due during the period of the deferral.



Nonaccrual Status and Charge-offs - During short-term COVID-19 modifications, these loans generally should not be reported as nonaccrual or as classified.

•

~~Accounting for Loan Modifications~~ - Loan modifications that do not meet the conditions of the CARES Act may still qualify as a modification that does not need to be accounted for as a TDR. The agencies confirmed with FASB staff that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or insignificant delays in payment.

~~- 9 -~~

~~Table of Contents~~

~~FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~(1.)~~

~~BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

•

~~Past Due Reporting~~ - With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to COVID-19 as past due because of the deferral. A loan’s payment date is governed by the due date stipulated in the legal agreement. If a financial institution agrees to a payment deferral, these loans would not be considered past due during the period of the deferral.

•

~~Nonaccrual Status and Charge-offs~~ ~~- During short-term COVID-19 modifications, these loans generally should not be reported as nonaccrual or as classified.~~

Effective March 23, 2020 through July 9, 2020, for consumer customers, the Bank waived early CD penalty fees for withdrawals up to ~~$20,000~~$20,000 (limited to one penalty-free withdrawal per CD account); eliminated all insufficient funds (overdrafts) and returned item fees; eliminated all Pay by Phone fees; waived all late fees; offered the opportunity for monthly mortgage, home equity loan or home equity line payment relief; offered the opportunity to defer unsecured consumer loans or lines of credit and secured consumer loans and lines of credit payments; and offered unsecured personal loans up to ~~$5,000,~~$5,000, up to 60 months at ~~2.95%~~2.95% APR subject to credit approval. ATM access fees were reinitiated on September 19, 2020.

As part of the first round of PPP loans we have helped more than 1,700 customers obtain more than ~~$270~~$270 million in loans as of December 31, 2020. ~~Of those loans, we~~We have helped customers complete the forgiveness process for approximately ~~$87~~$239 million of PPP loans in the first ~~three~~nine months of 2021. Also, during the first ~~three~~nine months of 2021, we have helped customers obtain approximately ~~$96~~$107 million of new PPP loans under the second round of the PPP. Additionally, as of September 30, 2021, approximately 4%2% of our commercial loan and mortgage customers, 1%1% of our residential real estate loans and lines customers and less than 1%1% of our indirect loans customers have active payment deferrals, in accordance with the previously noted loan modifications under the CARES Act or agencies guidelines.

Reclassifications

~~Reclassifications~~

Certain reclassifications of previously reported amounts have been made to conform to the current year presentation. Such reclassifications did not impact net income or shareholders’ equity as previously reported.

Use of Estimates

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates relate to the determination of the allowance for credit losses, the carrying value of goodwill and deferred tax assets, and assumptions used in the defined benefit pension plan accounting.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(1.)BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash Flow Reporting

Supplemental cash flow information is summarized as follows for the ~~three~~nine months ended ~~March 31~~September 30 (in thousands):


	2021		2020
Supplemental information:
Cash paid for interest	$	12,100	$	23,533
Cash paid for income taxes		10,800		5,656
Noncash investing and financing activities:
Real estate and other assets acquired in settlement of loans		—		2,966
Accrued and declared unpaid dividends		4,641		4,534
Common stock issued for acquisition		301		—
Assets acquired and liabilities assumed in business combinations:
Fair value of assets acquired		712		—

2021

2020

Supplemental information:

Cash paid for interest

$
3,173

$
8,418

Cash paid for income taxes

1,500

1,000

Noncash investing and financing activities:

Real estate and other assets acquired in settlement of loans

—

646

Accrued and declared unpaid dividends

4,637

4,259

Common stock issued for acquisition

301

—

Assets acquired and liabilities assumed in business combinations:

Fair value of assets acquired

449

—

~~- 10 -~~

~~Table of Contents~~

~~FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~(1.)~~

~~BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

Recent Accounting Pronouncements

In 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), who is responsible for regulating the London Interbank Offered Rate (“LIBOR”), announced its intention that it would no longer be necessary to persuade or compel its panel banks to submit LIBOR rates after December 31, 2021. On March 5, 2021, the ICE Benchmark Administration (“IBA”), the administrator of LIBOR, released the results of its consultation on the cessation timeline for certain LIBOR tenors. In coordination with the IBA, the FCA also confirmed when certain LIBOR tenors will cease to exist. The results of the consultation indicated that certain LIBOR tenors (overnight, one-month, three-month, six-month, and twelve-month USD LIBOR) will be extended to June 30, 2023 to allow some legacy contracts that cannot be easily amended to mature on their current terms. Notwithstanding the extension of certain LIBOR tenors to 2023, banks may no longer offer new LIBOR-based contracts after December 31, 2021. Given that LIBOR is a widely used pricing index for loan and derivative contracts, a Company-wide initiative was introduced to assess all LIBOR exposures through the Company’s loan, deposit, borrowing and derivative categories, while developing a plan for the ultimate cessation of the index. In developing the transition plan, the Company has followed best practice recommendations from the Federal Reserve’s Alternative Reference Rate Committee, our third-party derivative advisor and the Internal Swaps and Derivatives Association. To date, the Company has identified the portion of loan notes that reference LIBOR, which are primarily representative of commercial relationships. Additionally, the Company has 1 designated derivative instrument that is utilized to hedge the LIBOR characteristic of a future dated borrowing (i.e. Federal Home Loan Bank Advance). In 2015, the Company issued ~~$40~~$40 million in fixed to floating rate subordinated notes that currently bear a fixed rate of interest at ~~6.00%~~6.00% until April 2025, when the rate converts to a floating rate equal to three-month LIBOR plus ~~3.944%~~3.944%; the indenture under which the notes were issued includes language allowing an alternate index to be applied in the event that LIBOR becomes unavailable at the floating rate determination date. At this time, no other borrowing or deposit relationships have been identified that utilize LIBOR as an index.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative rates, such as SOFR. ASU 2020-04 became effective during the first quarter of 2020 and applies to contract modifications and amendments made as of the beginning of the reporting period including the ASU’s issuance date, March 12, 2020, through December 31, 2022. The adoption of this guidance in 2020 resulted in the application of certain practical expedients, which did not have a material effect on the Company's consolidated financial ~~statements~~statements.

In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): ~~Scope.~~Scope. The ASU clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU 2021-01 was effective upon issuance and applies through December 31, 2022. The ~~Company is~~adoption of this guidance resulted in the ~~process of determining which optional expedients to elect, if any, as well as the timing and~~ application of ~~those elections. At this time, the Company does~~certain practical expedients, which did not ~~expect any elections to~~ have a ~~significant impact~~material effect on ~~its~~the Company's consolidated financial statements.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(2.)BUSINESS COMBINATIONS

~~(2.)~~

~~BUSINESS COMBINATIONS~~

2021 Activity ~~– Landmark Group Acquisition~~

On February 1, 2021, SDN completed the acquisition of the assets of Landmark Group (“Landmark”), an independent insurance brokerage firm. Consideration for the acquisition included common shares of Company stock and cash. As a result of the acquisition, SDN recorded goodwill of ~~$611~~$611 thousand and other intangible assets of ~~$399~~$399 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.

On August 2, 2021, SDN completed the acquisition of the assets of North Woods Capital Benefits LLC ("North Woods"), an employee benefits and human resources advisory firm. As a result of the acquisition, SDN recorded goodwill of $399 thousand and other intangible assets of $263 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.

2020 Activity – No Activity

(3.)RESTRUCTURING CHARGES

~~- 11 -~~

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~~FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~(3.)~~

~~RESTRUCTURING CHARGES~~

On July 17, 2020, the Bank announced management’s decision to adapt to a full-service branch model to streamline retail branches to better align with shifting customer needs and preferences. The transformation resulted in 6 branch closures and a reduction in staffing. The announcement was the result of a nine-month comprehensive assessment of all lines of business and functional areas, conducted in partnership with a leading process improvement organization. The data-driven analysis identified, among other things, overlapping service areas, automation opportunities and streamlining of processes and operations that would enhance customer experiences and facilitate the long-term sustainability of current and future branches. The announced consolidations represented about 10 percent of the branch network and impacted approximately 6 percent of the total Company workforce. Where possible, those impacted were offered alternative roles or the opportunity to apply for open positions in other areas of the Company. Separated associates received a comprehensive severance package based on tenure.

In October 2020, the Company announced the planned closure of 1 additional branch that closed in January 2021. This location was not included in the branch consolidations announced in July 2020, as alternative options were being considered and consolidation was not possible given its significant distance from other Bank branches.

The Company incurred total pre-tax expense related to the branch closures of approximately ~~$1.7~~$1.7 million, including approximately ~~$0.2~~$0.2 million in employee severance, ~~$0.5~~$0.5 million in lease termination costs and ~~$1.0~~$1.0 million in valuation adjustments on branch facilities. The Company recognized all of these expenses during 2020. The Company expects ~~$0.9~~$0.8 million of total costs will result in future cash expenditures. The Company anticipates annual expense savings of approximately ~~$2.7~~$2.7 million as a result of these branch closures.

The ~~Company incurred 0~~following table represents the consolidated statements of income classification of the Company's restructuring charges ~~during the three months ended March 31, 2021 and 2020.~~(in thousands):


		Three months ended September 30,				Nine months ended September 30,
	Income Statement Location	2021		2020		2021		2020

Severance costs	Salaries and employee benefits	$	—	$	224	$	—	$	224
Lease termination costs	Restructuring charges		—		454		—		454
Valuation adjustments	Restructuring charges		—		908		—		908
Total		$	—	$	1,586	$	—	$	1,586

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(3.)RESTRUCTURING CHARGES (Continued)

The following table represents the changes in the restructuring reserve (in thousands):


	Three months ended March 31,					Three months ended September 30,						Nine months ended September 30,
	2021			2020		2021			2020			2021			2020
Balance at beginning of period	$	1,245		$	—	$	1,088		$	—		$	1,245		$	—
Restructuring charges		—			—		—			1,586			—			1,586
Cash payments		(77	)		—		(33	)		(249	)		(179	)		(249	)
Charges against assets		(6	)		—		(456	)		—			(467	)		—
Balance at end of period	$	1,162		$	—	$	599		$	1,337		$	599		$	1,337

In contemplation of the transactions noted above, certain long-lived assets have met the held for sale criteria as of ~~March 31,~~September 30, 2021. The Company reclassified ~~$867 thousand~~$4.7 million from premises and equipment, net to other assets on the consolidated statement of financial condition as of ~~March 31, 2021~~September 30, 2021. . NaN long-lived assets were reclassified as held for sale as of December 31, 2020.

~~- 12 -~~

~~Table of Contents~~

~~FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

(4.)EARNINGS PER COMMON SHARE (“EPS”)

~~(4.)~~

~~EARNINGS PER COMMON SHARE (“EPS”)~~

The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted EPS (in thousands, except per share amounts).


	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Net income available to common shareholders	$	16,811		$	11,908		$	56,990		$	23,436
Weighted average common shares outstanding:
Total shares issued		16,100			16,100			16,100			16,100
Unvested restricted stock awards		(5	)		(7	)		(6	)		(5	)
Treasury shares		(258	)		(62	)		(244	)		(77	)
Total basic weighted average common shares outstanding		15,837			16,031			15,850			16,018
Incremental shares from assumed:
Exercise of stock options		—			—			—			—
Vesting of restricted stock awards		99			27			90			40
Total diluted weighted average common shares outstanding		15,936			16,058			15,940			16,058
Basic earnings per common share	$	1.06		$	0.74		$	3.60		$	1.46
Diluted earnings per common share	$	1.05		$	0.74		$	3.58		$	1.46

Three months ended
March 31,

2021

2020

Net income available to common shareholders

$
20,345

$
762

Weighted average common shares outstanding:

Total shares issued

16,100

16,100

Unvested restricted stock awards

(6
)

(4
)
Treasury shares

(205
)

(90
)
Total basic weighted average common shares outstanding

15,889

16,006

Incremental shares from assumed:

Exercise of stock options

—

—

Vesting of restricted stock awards

83

63

Total diluted weighted average common shares outstanding

15,972

16,069

Basic earnings per common share

$
1.28

$
0.05

Diluted earnings per common share

$
1.27

$
0.05

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 (in thousands):


			Three months ended September 30,				Nine months ended September 30,
			2021		2020		2021		2020
Stock options	—	—		—		—		—		—
Restricted stock awards	11	2		0		71		4		49
Total	11	2		0		71		4		49

13 -

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(5.)INVESTMENT SECURITIES

~~(5.)~~

~~INVESTMENT SECURITIES~~

The amortized cost and fair value of investment securities are summarized below (in thousands):

	Amortized			Unrealized		Unrealized		Fair
	Cost			Gains		Losses		Value		Amortized			Unrealized		Unrealized		Fair
March 31, 2021
										Cost			Gains		Losses		Value
September 30, 2021
Securities available for sale:
U.S. Government agency and government sponsored enterprises	$	16,244		$	348	$	59	$	16,533	$	6,253		$	278	$	—	$	6,531
Mortgage-backed securities:
Federal National Mortgage Association		435,287			8,798		4,432		439,653		575,861			8,847		4,973		579,735
Federal Home Loan Mortgage Corporation		250,091			1,239		5,760		245,570		390,062			1,257		6,195		385,124
Government National Mortgage Association		21,605			495		126		21,974		92,793			468		935		92,326
Collateralized mortgage obligations:
Federal National Mortgage Association		22,361			89		43		22,407		17,689			67		132		17,624
Federal Home Loan Mortgage Corporation		6,943			—		22		6,921		16,318			—		128		16,190
Privately issued		—			431		—		431		—			420		—		420
Total mortgage-backed securities		736,287			11,052		10,383		736,956		1,092,723			11,059		12,363		1,091,419
Total available for sale securities	$	752,531		$	11,400	$	10,442	$	753,489	$	1,098,976		$	11,337	$	12,363	$	1,097,950
Securities held to maturity:
State and political subdivisions	$	139,264		$	3,767	$	—	$	143,031	$	116,812		$	2,897	$	196	$	119,513
Mortgage-backed securities:
Federal National Mortgage Association		10,147			522		—		10,669		9,535			539		—		10,074
Federal Home Loan Mortgage Corporation		5,521			193		—		5,714		8,835			203		132		8,906
Government National Mortgage Association		34,568			1,313		—		35,881		29,172			1,009		—		30,181
Collateralized mortgage obligations:
Federal National Mortgage Association		27,230			920		—		28,150		21,668			644		—		22,312
Federal Home Loan Mortgage Corporation		32,206			1,242		—		33,448		26,125			894		—		27,019
Government National Mortgage Association		7,198			238		—		7,436		5,993			166		—		6,159
Total mortgage-backed securities		116,870			4,428		—		121,298		101,328			3,455		132		104,651
Total held to maturity securities		256,134		$	8,195	$	—	$	264,329		218,140		$	6,352	$	328	$	224,164
Allowance for credit losses - securities		(7	)								(5	)
Total held to maturity securities, net	$	256,127								$	218,135
December 31, 2020
Securities available for sale:
U.S. Government agency and government sponsored enterprises	$	6,239		$	396	$	—	$	6,635	$	6,239		$	396	$	—	$	6,635
Mortgage-backed securities:
Federal National Mortgage Association		350,627			15,549		44		366,132		350,627			15,549		44		366,132
Federal Home Loan Mortgage Corporation		225,645			3,155		24		228,776		225,645			3,155		24		228,776
Government National Mortgage Association		22,107			830		—		22,937		22,107			830		—		22,937
Collateralized mortgage obligations:
Federal National Mortgage Association		3,047			97		—		3,144		3,047			97		—		3,144
Federal Home Loan Mortgage Corporation		—			—		—		-		—			—		—		—
Privately issued		—			435		—		435		—			435		—		435
Total mortgage-backed securities		601,426			20,066		68		621,424		601,426			20,066		68		621,424
Total available for sale securities	$	607,665		$	20,462	$	68	$	628,059	$	607,665		$	20,462	$	68	$	628,059

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(5.)INVESTMENT SECURITIES (Continued)


	Amortized			Unrealized		Unrealized		Fair
	Cost			Gains		Losses		Value
December 31, 2020 (continued)
Securities held to maturity:
State and political subdivisions	$	144,506		$	4,478	$	—	$	148,984
Mortgage-backed securities:
Federal National Mortgage Association		10,776			703		—		11,479
Federal Home Loan Mortgage Corporation		5,858			382		—		6,240
Government National Mortgage Association		37,084			1,578		—		38,662
Collateralized mortgage obligations:
Federal National Mortgage Association		29,988			1,075		—		31,063
Federal Home Loan Mortgage Corporation		35,897			1,581		—		37,478
Government National Mortgage Association		7,864			265		—		8,129
Total mortgage-backed securities		127,467			5,584		—		133,051
Total held to maturity securities		271,973		$	10,062	$	—	$	282,035
Allowance for credit losses - securities		(7	)
Total held to maturity securities, net	$	271,966

~~(5.)~~

~~INVESTMENT SECURITIES (Continued)~~

Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

December 31, 2020 (continued)

Securities held to maturity:

State and political subdivisions

$
144,506

$
4,478

$
—

$
148,984

Mortgage-backed securities:

Federal National Mortgage Association

10,776

703

—

11,479

Federal Home Loan Mortgage Corporation

5,858

382

—

6,240

Government National Mortgage Association

37,084

1,578

—

38,662

Collateralized mortgage obligations:

Federal National Mortgage Association

29,988

1,075

—

31,063

Federal Home Loan Mortgage Corporation

35,897

1,581

—

37,478

Government National Mortgage Association

7,864

265

—

8,129

Total mortgage-backed securities

127,467

5,584

—

133,051

Total held to maturity securities

271,973

$
10,062

$
—

$
282,035

Allowance for credit losses - securities

(7
)

Total held to maturity securities, net

$
271,966

The Company elected to exclude accrued interest receivable (“AIR”) from the amortized cost basis of debt securities disclosed throughout this footnote. For ~~AFS~~available for sale (“AFS”) debt securities, AIR totaled ~~$1.4~~$1.9 million and ~~$1.2~~$1.2 million as of ~~March 31,~~September 30, 2021 and December 31, 2020. For ~~HTM~~held to maturity (“HTM”) debt securities, AIR totaled ~~$1.3~~$1.0 million and ~~$905~~$905 thousand as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. AIR is included in other assets on the Company’s consolidated statements of financial condition.

For ~~each of~~ the three months ended ~~March 31,~~September 30, 2021 and 2020, credit loss expense (credit) for HTM investment securities was ~~less than $(1) thousand.~~$(1) thousand and $0, respectively. For the nine months ended September 30, 2021 and 2020, credit loss expense (credit) for HTM investment securities was $(2) thousand and $(6) thousand, respectively.

Investment securities with a total fair value of ~~$660.1~~$861.2 million and ~~$567.4~~$567.4 million at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively, were pledged as collateral to secure public deposits and for other purposes required or permitted by law.

Sales of securities available for sale were as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Proceeds from sales	$	0	$	20,576	$	51,891	$	50,207
Gross realized gains		0		554		251		1,170
Gross realized losses		0		—		180		9

Three months ended
March 31,

2021

2020

Proceeds from sales

$
26,675

$
3,157

Gross realized gains

89

—

Gross realized losses

15

9

The scheduled maturities of securities available for sale and securities held to maturity at ~~March 31,~~September 30, 2021 are shown below (in thousands). Actual expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.


	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Debt securities available for sale:
Due in one year or less	$	4,887	$	4,946	$	4,863	$	4,891
Due from one to five years		57,462		60,632		62,802		65,773
Due after five years through ten years		148,739		153,492		175,663		180,702
Due after ten years		541,443		534,419		855,648		846,584
Total available for sale securities	$	752,531	$	753,489	$	1,098,976	$	1,097,950
Debt securities held to maturity:
Due in one year or less	$	46,389	$	46,684	$	36,191	$	36,543
Due from one to five years		92,903		96,303		72,707		75,317
Due after five years through ten years		20,252		21,018		20,848		21,233
Due after ten years		96,590		100,324		88,394		91,071
Total held to maturity securities	$	256,134	$	264,329	$	218,140	$	224,164

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(5.)INVESTMENT SECURITIES (Continued)

~~(5.)~~

~~INVESTMENT SECURITIES (Continued)~~

Unrealized losses on investment securities for which an allowance for credit losses has not been recorded 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, were as follows (in thousands):

	Less than 12 months				12 months or longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Less than 12 months				12 months or longer				Total
	Value		Losses		Value		Losses		Value		Losses		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
March 31, 2021
													Value		Losses		Value		Losses		Value		Losses
September 30, 2021
Securities available for sale:
U.S. Government agency and government sponsored enterprises	$	9,941	$	59	$	—	$	—	$	9,941	$	59	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities:
Federal National Mortgage Association		224,499		4,432		13		—		224,512		4,432		328,931		4,650		9,173		323		338,104		4,973
Federal Home Loan Mortgage Corporation		209,482		5,760		—		—		209,482		5,760		335,977		5,977		7,676		218		343,653		6,195
Government National Mortgage Association		5,165		126		—		—		5,165		126		79,351		935		—		—		79,351		935
Collateralized mortgage obligations:
Federal National Mortgage Association		9,665		43		—		—		9,665		43		7,818		132		—		—		7,818		132
Federal Home Loan Mortgage Corporation		6,921		22		—		—		6,921		22		16,190		128		—		—		16,190		128
Privately issued														—		—		—		—		—		—
Total mortgage-backed securities		455,732		10,383		13		—		455,745		10,383		768,267		11,822		16,849		541		785,116		12,363
Total available for sale securities		465,673		10,442		13		—		465,686		10,442		768,267		11,822		16,849		541		785,116		12,363
Total temporarily impaired securities	$	465,673	$	10,442	$	13	$	—	$	465,686	$	10,442	$	768,267	$	11,822	$	16,849	$	541	$	785,116	$	12,363
December 31, 2020
Securities available for sale:
U.S. Government agencies and government sponsored enterprises	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities:
Federal National Mortgage Association		18,155		44		—		—		18,155		44		18,155		44		—		—		18,155		44
Federal Home Loan Mortgage Corporation		10,932		24		—		—		10,932		24		10,932		24		—		—		10,932		24
Government National Mortgage Association		—		—		—		—		—		—		—		—		—		—		—		—
Collateralized mortgage obligations:
Federal National Mortgage Association		—		—		8		—		8		—		—		—		8		—		8		—
Federal Home Loan Mortgage Corporation		—		—		—		—		—		—		—		—		—		—		—		—
Privately issued														—		—		—		—		—		—
Total mortgage-backed securities		29,087		68		8		—		29,095		68		29,087		68		8		—		29,095		68
Total available for sale securities		29,087		68		8		—		29,095		68		29,087		68		8		—		29,095		68
Total temporarily impaired securities	$	29,087	$	68	$	8	$	—	$	29,095	$	68	$	29,087	$	68	$	8	$	—	$	29,095	$	68

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(5.)INVESTMENT SECURITIES (Continued)

~~(5.)~~

~~INVESTMENT SECURITIES (Continued)~~

The total number of securities positions in the investment portfolio in an unrealized loss position at ~~March 31,~~September 30, 2021 was 6299 compared to 8 at December 31, 2020. At ~~March 31,~~September 30, 2021, the Company had ~~a position~~positions in 16 investment ~~security~~securities with a fair value of ~~$13 thousand~~$16.8 million and a total unrealized loss of ~~less than 1~~$541 thousand dollars that has been in a continuous unrealized loss position for more than 12 months. At ~~March 31,~~September 30, 2021, there were a total of 6193 securities positions in the Company’s investment portfolio with a fair value of ~~$465.7~~$768.3 million and a total unrealized loss of ~~$10.4~~$11.8 million that had been in a continuous unrealized loss position for less than 12 months. At December 31, 2020, the Company had a position in 1 investment security with a fair value of 8 thousand dollars and a total unrealized loss of less than 1 thousand dollars that had been in a continuous unrealized loss position for more than 12 months. At December 31, 2020, there were a total of 7 securities positions in the Company’s investment portfolio with a fair value of ~~$29.1~~$29.1 million and a total unrealized loss of ~~$68~~$68 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.

Securities Available for Sale

As of ~~March 31,~~September 30, 2021 and December 31, 2020, 0 allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as management does not believe any of the securities were impaired due to reasons of credit quality. This is based upon our analysis of the underlying risk characteristics, including credit ratings, and other qualitative factors related to our available for sale securities and in consideration of our historical credit loss experience and internal forecasts. The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. Furthermore, management does not have the intent to sell any of the securities classified as available for sale in the table above and believes that it is more likely than not that we will not have to sell any such securities before a recovery of cost. The unrealized losses are 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 securities approach their maturity date or repricing date or if market yields for such investments decline.

Securities Held to Maturity

The Company’s HTM investment securities include debt securities that are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. In addition, the Company’s HTM investment securities include debt securities that are issued by state and local government agencies, or municipal bonds.

The Company monitors the credit quality of our municipal bonds through the use of a credit rating agency or by ratings that are derived by an internal scoring model. The scoring methodology for the internally derived ratings is based on a series of financial ratios for the municipality being reviewed as compared to typical industry figures. This information is used to determine the financial strengths and weaknesses of the municipality, which is indicated with a numeric rating. This number is then converted into a letter rating to better match the system used by the credit rating agencies. As of ~~March 31,~~September 30, 2021, ~~$131.4~~$111.0 million of our municipal bonds were rated as an equivalent to Standard & Poor’s A/AA/AAA, with ~~$7.6~~$5.8 million internally rated to be the equivalent of Standard & Poor’s A/AA/AAA rating. Additionally, no municipal bonds were rated below investment grade. As of December 31, 2020, $135.7 million of our municipal bonds were rated as an equivalent to Standard & Poor’s A/AA/AAA, with $8.5 million internally rated to be the equivalent of Standard & Poor’s A/AA/AAA rating. Additionally, one municipal bond was rated below investment grade, with a BB+ Standard & Poor’s equivalent rating. The below investment grade bond represented exposure of ~~$280~~$279 thousand, or ~~0.20%~~0.19% of the municipal bond portfolio and ~~has~~had been closely monitored for repayment.

As of December 31, 2020, $135.7 million of our municipal bonds were rated as an equivalent to Standard & Poor’s A/AA/AAA, with $8.5 million internally rated to be the equivalent of Standard & Poor’s A/AA/AAA rating. Additionally, one municipal bond was rated below investment grade, with a BB+ Standard & Poor’s equivalent rating. The below investment grade bond represented exposure of $279 thousand, or 0.19% of the municipal bond portfolio and has been closely monitored for repayment.

~~As of March 31,~~September 30, 2021 and December 31, 2020, the Company had 0 past due or nonaccrual held to maturity investment securities.

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(6.)LOANS

~~(6.)~~

~~LOANS~~

The Company’s loan portfolio consisted of the following as of the dates indicated (in thousands):

	Principal Amount Outstanding		Net Deferred Loan (Fees) Costs			Loans, Net
March 31, 2021
									Principal Amount Outstanding		Net Deferred Loan (Fees) Costs			Loans, Net
September 30, 2021
Commercial business	$	822,499	$	(5,563	)	$	816,936		$	689,819	$	(3,628	)	$	686,191
Commercial mortgage		1,279,317		(2,476	)		1,276,841			1,350,932		(2,382	)		1,348,550
Residential real estate loans		588,002		13,607			601,609			570,435		13,656			584,091
Residential real estate lines		82,319		3,043			85,362			76,214		2,982			79,196
Consumer indirect		829,362		28,442			857,804			907,185		33,352			940,537
Other consumer		15,695		139			15,834			15,206		128			15,334
Total	$	3,617,194	$	37,192			3,654,386		$	3,609,791	$	44,108			3,653,899
Allowance for credit losses - loans							(49,828	)							(45,444	)
Total loans, net						$	3,604,558							$	3,608,455
December 31, 2020
Commercial business	$	798,409	$	(4,261	)	$	794,148		$	798,409	$	(4,261	)	$	794,148
Commercial mortgage		1,256,525		(2,624	)		1,253,901			1,256,525		(2,624	)		1,253,901
Residential real estate loans		586,537		13,263			599,800			586,537		13,263			599,800
Residential real estate lines		86,708		3,097			89,805			86,708		3,097			89,805
Consumer indirect		812,816		27,605			840,421			812,816		27,605			840,421
Other consumer		16,913		150			17,063			16,913		150			17,063
Total	$	3,557,908	$	37,230			3,595,138		$	3,557,908	$	37,230			3,595,138
Allowance for credit losses - loans							(52,420	)							(52,420	)
Total loans, net						$	3,542,718							$	3,542,718

Loans held for sale (not included above) were comprised entirely of residential real estate mortgages and totaled ~~$5.7~~$5.9 million and ~~$4.3~~$4.3 million as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively.

The CARES Act was passed by Congress and signed into law on March 27, 2020. The CARES Act established the PPP, an expansion of the SBA’s 7(a) loan program and the EIDL, administered directly by the SBA. The Company had ~~$262.1~~$121.4 million and ~~$253.1~~$253.1 million of PPP loans (included in Commercial business above) as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. In addition, the CARES Act provides that a financial institution may elect to suspend (1) the application of GAAP for certain loan modifications related to COVID-19 that would otherwise be categorized as a TDR and (2) any determination that such loan modifications would be considered a TDR, including the related impairment for accounting purposes. Accordingly, the Company had ~~$532.4~~$532.4 million of loans with modifications related to COVID-19 during 2020, with ~~$89.1~~$61.4 million and ~~$113.0~~$113.0 million still on deferral as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively.

The Company elected to exclude AIR from the amortized cost basis of loans disclosed throughout this footnote. As of ~~March 31,~~September 30, 2021 and December 31, 2020, AIR for loans totaled ~~$13.7~~$12.8 million and ~~$13.6~~$13.6 million, respectively, and is included in other assets on the Company’s consolidated statements of financial condition.

- 18 -

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(6.)LOANS (Continued)

~~(6.)~~

~~LOANS (Continued)~~

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 the dates indicated (in thousands):

	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Nonaccrual		Current		Total Loans		Nonaccrual with no allowance
March 31, 2021
																	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Nonaccrual		Current		Total Loans		Nonaccrual with no allowance
September 30, 2021
Commercial business	$	75	$	—	$	—	$	75	$	1,742	$	820,682	$	822,499	$	1,238	$	11,489	$	—	$	—	$	11,489	$	1,046	$	677,284	$	689,819	$	498
Commercial mortgage		24		—		—		24		3,402		1,275,891		1,279,317		2,867		272		—		—		272		874		1,349,786		1,350,932		344
Residential real estate loans		168		20		—		188		2,519		585,295		588,002		2,519		543		80		—		623		2,457		567,355		570,435		2,457
Residential real estate lines		27		25		—		52		256		82,011		82,319		256		55		24		—		79		192		75,943		76,214		192
Consumer indirect		1,427		253		—		1,680		1,482		826,200		829,362		1,482		4,499		899		—		5,398		2,104		899,683		907,185		2,104
Other consumer		98		53		284		435		3		15,257		15,695		3		85		0		1		86		2		15,118		15,206		2
Total loans, gross	$	1,819	$	351	$	284	$	2,454	$	9,404	$	3,605,336	$	3,617,194	$	8,365	$	16,943	$	1,003	$	1	$	17,947	$	6,675	$	3,585,169	$	3,609,791	$	5,597
December 31, 2020
Commercial business	$	264	$	87	$	—	$	351	$	1,975	$	796,083	$	798,409	$	1,502	$	264	$	87	$	—	$	351	$	1,975	$	796,083	$	798,409	$	1,502
Commercial mortgage		822		26		—		848		2,906		1,252,771		1,256,525		2,709		822		26		—		848		2,906		1,252,771		1,256,525		2,709
Residential real estate loans		984		60		—		1,044		2,587		582,906		586,537		2,587		984		60		—		1,044		2,587		582,906		586,537		2,587
Residential real estate lines		40		15		—		55		323		86,330		86,708		323		40		15		—		55		323		86,330		86,708		323
Consumer indirect		3,966		1,348		—		5,314		1,495		806,007		812,816		1,495		3,966		1,348		—		5,314		1,495		806,007		812,816		1,495
Other consumer		133		18		231		382		—		16,531		16,913		—		133		18		231		382		—		16,531		16,913		—
Total loans, gross	$	6,209	$	1,554	$	231	$	7,994	$	9,286	$	3,540,628	$	3,557,908	$	8,616	$	6,209	$	1,554	$	231	$	7,994	$	9,286	$	3,540,628	$	3,557,908	$	8,616

The Company had $11.4 million of PPP loans 30-59 days past due (included in Commercial business above) as of September 30, 2021. Repayment of PPP loans is 100% secured by guarantees from the SBA.

There were 0 loans past due greater than 90 days and still accruing interest as of ~~March 31,~~September 30, 2021 and December 31, 2020. There were ~~$284~~$1 thousand and ~~$231~~$231 thousand in consumer overdrafts which were past due greater than 90 days as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. Consumer overdrafts are overdrawn deposit accounts which have been reclassified as loans but by their terms do not accrue interest.

The Company recognized 0 interest income on nonaccrual loans during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020.

Troubled Debt Restructurings

A modification of a loan constitutes a 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 0 loans modified as a TDR during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020. There were 0 loans modified as a TDR within the previous 12 months that defaulted during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020. For purposes of this disclosure, a loan modified as a TDR is considered to have defaulted when the borrower becomes 90 days past due.

- 19 -

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(6.)LOANS (Continued)

~~(6.)~~

~~LOANS (Continued)~~

Collateral Dependent Loans

Management has determined that specific commercial loans on nonaccrual status, all loans that have had their terms restructured in a troubled debt restructuring and other loans deemed appropriate by management where repayment is expected to be provided substantially through the operation or sale of the collateral to be collateral dependent loans. Collateral dependent loans at ~~March 31,~~September 30, 2021 and December 31, 2020 included certain criticized COVID-19 bridge loans not otherwise classified as nonaccrual. The following table presents the amortized cost basis of collateral dependent loans by collateral type as of ~~March 31,~~September 30, 2021 and December 31, 2020 (in thousands):


	Collateral type
	Business assets		Real property		Total		Specific Reserve
September 30, 2021
Commercial business	$	596	$	1,062	$	1,658	$	1,370
Commercial mortgage		—		64,216		64,216		9,950
Total	$	596	$	65,278	$	65,874	$	11,320

December 31, 2020
Commercial business	$	2,379	$	—	$	2,379	$	1,383
Commercial mortgage		—		36,625		36,625		8,187
Total	$	2,379	$	36,625	$	39,004	$	9,570

Collateral type

Business assets

Real property

Total

Specific Reserve

March 31, 2021

Commercial business

$
804

$
1,148

$
1,952

$
1,346

Commercial mortgage

—

60,156

60,156

12,157

Total

$
804

$
61,304

$
62,108

$
13,503

December 31, 2020

Commercial business

$
2,379

$
—

$
2,379

$
1,383

Commercial mortgage

—

36,625

36,625

8,187

Total

$
2,379

$
36,625

$
39,004

$
9,570

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.

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 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.

- 20 -

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(6.)LOANS (Continued)

~~(6.)~~

~~LOANS (Continued)~~

The following tables set forth the Company’s commercial loan portfolio, categorized by internally assigned asset classification, as of the dates indicated (in thousands):

	Term Loans Amortized Cost Basis by Origination Year
	2021		2020		2019		2018		2017		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total		Term Loans Amortized Cost Basis by Origination Year
March 31, 2021
																			2021		2020		2019		2018		2017		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
September 30, 2021
Commercial Business
Uncriticized	$	34,725	$	282,996	$	106,625	$	65,350	$	23,823	$	24,702	$	268,143	$	0	$	806,364	$	111,558	$	109,269	$	78,305	$	49,811	$	16,289	$	13,906	$	296,861	$	0	$	675,999
Special mention		0		0		1		42		566		1,002		2,795		0		4,406		164		41		153		23		360		1,034		1,745		0		3,520
Substandard		0		247		225		1,119		153		234		4,188		0		6,166		0		215		160		722		696		283		4,596		0		6,672
Doubtful		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0
Total	$	34,725	$	283,243	$	106,851	$	66,511	$	24,542	$	25,938	$	275,126	$	0	$	816,936	$	111,722	$	109,525	$	78,618	$	50,556	$	17,345	$	15,223	$	303,202	$	0	$	686,191
Commercial Mortgage
Uncriticized	$	47,489	$	332,420	$	220,441	$	146,250	$	159,788	$	208,781	$	895	$	0	$	1,116,064	$	208,019	$	343,976	$	181,132	$	143,005	$	142,828	$	172,277	$	3,736	$	0	$	1,194,973
Special mention		500		14,067		39,480		19,511		27,305		40,518		0		0		141,381		11,742		3,041		49,691		9,622		13,624		39,755		0		0		127,475
Substandard		0		331		5,350		1,881		1,761		9,875		198		0		19,396		1,001		389		2,938		11,610		300		9,864		0		0		26,102
Doubtful		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0
Total	$	47,989	$	346,818	$	265,271	$	167,642	$	188,854	$	259,174	$	1,093	$	0	$	1,276,841	$	220,762	$	347,406	$	233,761	$	164,237	$	156,752	$	221,896	$	3,736	$	0	$	1,348,550


	Term Loans Amortized Cost Basis by Origination Year
	2020		2019		2018		2017		2016		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
December 31, 2020
Commercial Business
Uncriticized	$	350,992	$	112,469	$	82,029	$	31,990	$	8,195	$	16,600	$	179,770	$	0	$	782,045
Special mention		0		360		21		709		41		1,025		2,995		0		5,151
Substandard		193		211		1,183		464		202		309		4,390		0		6,952
Doubtful		0		0		0		0		0		0		0		0		0
Total	$	351,185	$	113,040	$	83,233	$	33,163	$	8,438	$	17,934	$	187,155	$	0	$	794,148
Commercial Mortgage
Uncriticized	$	310,364	$	227,406	$	163,839	$	161,771	$	74,915	$	154,399	$	731	$	0	$	1,093,425
Special mention		14,299		42,305		19,505		27,530		12,256		28,744		43		0		144,682
Substandard		189		2,521		1,890		1,648		3		9,344		199		0		15,794
Doubtful		0		0		0		0		0		0		0		0		0
Total	$	324,852	$	272,232	$	185,234	$	190,949	$	87,174	$	192,487	$	973	$	0	$	1,253,901

Term Loans Amortized Cost Basis by Origination Year

2020

2019

2018

2017

2016

Prior

Revolving
Loans
Amortized
Cost Basis

Revolving
Loans
Converted
to Term

Total

December 31, 2020

Commercial Business

Uncriticized

$
350,992

$
112,469

$
82,029

$
31,990

$
8,195

$
16,600

$
179,770

$
0

$
782,045

Special mention

0

360

21

709

41

1,025

2,995

0

5,151

Substandard

193

211

1,183

464

202

309

4,390

0

6,952

Doubtful

0

0

0

0

0

0

0

0

0

Total

$
351,185

$
113,040

$
83,233

$
33,163

$
8,438

$
17,934

$
187,155

$
0

$
794,148

Commercial Mortgage

Uncriticized

$
310,364

$
227,406

$
163,839

$
161,771

$
74,915

$
154,399

$
731

$
0

$
1,093,425

Special mention

14,299

42,305

19,505

27,530

12,256

28,744

43

0

144,682

Substandard

189

2,521

1,890

1,648

3

9,344

199

0

15,794

Doubtful

0

0

0

0

0

0

0

0

0

Total

$
324,852

$
272,232

$
185,234

$
190,949

$
87,174

$
192,487

$
973

$
0

$
1,253,901

- 21 -

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(6.)LOANS (Continued)

~~(6.)~~

~~LOANS (Continued)~~

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 tables set forth the Company’s retail loan portfolio, categorized by performance status, as of the dates indicated (in thousands):


	Term Loans Amortized Cost Basis by Origination Year
	2021		2020		2019		2018		2017		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
September 30, 2021
Residential Real Estate Loans
Performing	$	72,522	$	132,594	$	89,736	$	71,263	$	54,733	$	160,786	$	0	$	0	$	581,634
Nonperforming		0		305		240		600		688		624		0		0		2,457
Total	$	72,522	$	132,899	$	89,976	$	71,863	$	55,421	$	161,410	$	0	$	0	$	584,091
Residential Real Estate Lines
Performing	$	0	$	0	$	0	$	0	$	0	$	0	$	70,898	$	8,106	$	79,004
Nonperforming		0		0		0		0		0		0		61		131		192
Total	$	0	$	0	$	0	$	0	$	0	$	0	$	70,959	$	8,237	$	79,196
Consumer Indirect
Performing	$	370,536	$	230,468	$	139,884	$	106,545	$	63,216	$	27,784	$	0	$	0	$	938,433
Nonperforming		371		406		656		334		298		39		0		0		2,104
Total	$	370,907	$	230,874	$	140,540	$	106,879	$	63,514	$	27,823	$	0	$	0	$	940,537
Other Consumer
Performing	$	4,091	$	4,273	$	2,010	$	964	$	376	$	812	$	2,806	$	0	$	15,332
Nonperforming		0		0		2		0		0		0		0		0		2
Total	$	4,091	$	4,273	$	2,012	$	964	$	376	$	812	$	2,806	$	0	$	15,334

Term Loans Amortized Cost Basis by Origination Year

2021

2020

2019

2018

2017

Prior

Revolving
Loans
Amortized
Cost Basis

Revolving
Loans
Converted
to Term

Total

March 31, 2021

Residential Real Estate Loans

Performing

$
32,920

$
136,773

$
97,640

$
80,962

$
62,906

$
187,889

$
0

$
0

$
599,090

Nonperforming

0

0

198

661

754

906

0

0

2,519

Total

$
32,920

$
136,773

$
97,838

$
81,623

$
63,660

$
188,795

$
0

$
0

$
601,609

Residential Real Estate Lines

Performing

$
0

$
0

$
0

$
0

$
0

$
0

$
75,606

$
9,500

$
85,106

Nonperforming

0

0

0

0

0

0

64

192

256

Total

$
0

$
0

$
0

$
0

$
0

$
0

$
75,670

$
9,692

$
85,362

Consumer Indirect

Performing

$
105,985

$
278,315

$
182,163

$
146,363

$
94,067

$
49,429

$
0

$
0

$
856,322

Nonperforming

0

394

421

387

195

85

0

0

1,482

Total

$
105,985

$
278,709

$
182,584

$
146,750

$
94,262

$
49,514

$
0

$
0

$
857,804

Other Consumer

Performing

$
1,311

$
5,419

$
2,782

$
1,439

$
688

$
962

$
3,230

$
0

$
15,831

Nonperforming

0

0

3

0

0

0

0

0

3

Total

$
1,311

$
5,419

$
2,785

$
1,439

$
688

$
962

$
3,230

$
0

$
15,834


	Term Loans Amortized Cost Basis by Origination Year																		Term Loans Amortized Cost Basis by Origination Year
	2020		2019		2018		2017		2016		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total		2020		2019		2018		2017		2016		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
December 31, 2020
Residential Real Estate Loans
Performing	$	137,926	$	103,923	$	87,153	$	66,446	$	67,473	$	134,292	$	0	$	0	$	597,213	$	137,926	$	103,923	$	87,153	$	66,446	$	67,473	$	134,292	$	0	$	0	$	597,213
Nonperforming		0		199		765		665		233		725		0		0		2,587		0		199		765		665		233		725		0		0		2,587
Total	$	137,926	$	104,122	$	87,918	$	67,111	$	67,706	$	135,017	$	0	$	0	$	599,800	$	137,926	$	104,122	$	87,918	$	67,111	$	67,706	$	135,017	$	0	$	0	$	599,800
Residential Real Estate Lines
Performing	$	0	$	0	$	0	$	0	$	0	$	0	$	79,257	$	10,225	$	89,482	$	0	$	0	$	0	$	0	$	0	$	0	$	79,257	$	10,225	$	89,482
Nonperforming		0		0		0		0		0		0		65		258		323		0		0		0		0		0		0		65		258		323
Total	$	0	$	0	$	0	$	0	$	0	$	0	$	79,322	$	10,483	$	89,805	$	0	$	0	$	0	$	0	$	0	$	0	$	79,322	$	10,483	$	89,805
Consumer Indirect
Performing	$	295,216	$	202,187	$	166,773	$	111,008	$	47,793	$	15,949	$	0	$	0	$	838,926	$	295,216	$	202,187	$	166,773	$	111,008	$	47,793	$	15,949	$	0	$	0	$	838,926
Nonperforming		70		652		319		287		132		35		0		0		1,495		70		652		319		287		132		35		0		0		1,495
Total	$	295,286	$	202,839	$	167,092	$	111,295	$	47,925	$	15,984	$	0	$	0	$	840,421	$	295,286	$	202,839	$	167,092	$	111,295	$	47,925	$	15,984	$	0	$	0	$	840,421
Other Consumer
Performing	$	6,774	$	3,177	$	1,765	$	907	$	369	$	508	$	3,563	$	0	$	17,063	$	6,774	$	3,177	$	1,765	$	907	$	369	$	508	$	3,563	$	0	$	17,063
Nonperforming		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0		0
Total	$	6,774	$	3,177	$	1,765	$	907	$	369	$	508	$	3,563	$	0	$	17,063	$	6,774	$	3,177	$	1,765	$	907	$	369	$	508	$	3,563	$	0	$	17,063

- 22 -

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(6.)LOANS (Continued)

Allowance for Credit Losses - Loans

On January 1, 2020, the Company adopted Accounting Standards Update (“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. 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. The Company adopted ASU 2016-13 using the modified retrospective approach. Results for the periods beginning after January 1, 2020 are presented under Accounting Standards Codification (“ASC”) 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net reduction of retained earnings of ~~$8.7~~$8.7 million upon adoption. The transition adjustment includes an increase in credit-related reserves of ~~$9.6~~$9.6 million, ~~$14~~$14 thousand, and ~~$2.1~~$2.1 million for loans, held to maturity investment securities and unfunded commitments, respectively, net of the corresponding increase in deferred tax assets of ~~$3.0~~$3.0 million.

The following table sets forth the changes in the allowance for credit losses - loans for the ~~three-month~~three- and nine-month periods ended as of the dates indicated (in thousands):

Commercial
Business

Commercial
Mortgage

Residential
Real
Estate
Loans

Residential
Real
Estate
Lines

Consumer
Indirect

Other
Consumer

Total

March 31, 2021

Allowance for credit losses - loans:

Beginning balance

$
13,580

$
21,763

$
3,924

$
674

$
12,165

$
314

$
52,420

Charge-offs

(86
)

(203
)

(11
)

(70
)

(2,413
)

(81
)

(2,864
)
Recoveries

238

0

5

0

1,670

64

1,977

Provision (benefit)

(1,062
)

1,112

(809
)

(122
)

(865
)

41

(1,705
)
Ending balance

$
12,670

$
22,672

$
3,109

$
482

$
10,557

$
338

$
49,828

March 31, 2020

Allowance for credit losses - loans:

Beginning balance, prior to adoption of ASC 326

$
11,358

$
5,681

$
1,059

$
118

$
11,852

$
414

$
30,482

Impact of adopting ASC 326

(246
)

7,310

3,290

607

(1,234
)

(133
)

9,594

Beginning balance, after adoption of ASC 326

11,112

12,991

4,349

725

10,618

281

40,076

Charge-offs

(8,241
)

0

(98
)

0

(3,424
)

(269
)

(12,032
)
Recoveries

58

0

10

3

1,668

150

1,889

Provision

7,294

2,163

1,909

171

1,783

103

13,423

Ending balance

$
10,223

$
15,154

$
6,170

$
899

$
10,645

$
265

$
43,356


	Commercial Business			Commercial Mortgage			Residential Real Estate Loans			Residential Real Estate Lines			Consumer Indirect			Other Consumer			Total
Three months ended September 30, 2021
Beginning balance	$	11,005		$	21,662		$	2,299		$	395		$	10,748		$	256		$	46,365
Charge-offs		(218	)		0			(36	)		(60	)		(1,395	)		(250	)		(1,959	)
Recoveries		168			0			15			0			1,130			59			1,372
Provision (credit)		889			(2,210	)		(302	)		10			1,096			183			(334	)
Ending balance	$	11,844		$	19,452		$	1,976		$	345		$	11,579		$	248		$	45,444
Nine months ended September 30, 2021
Beginning balance	$	13,580		$	21,763		$	3,924		$	674		$	12,165		$	314		$	52,420
Charge-offs		(396	)		(203	)		(103	)		(130	)		(4,965	)		(755	)		(6,552	)
Recoveries		785			7			79			0			4,383			218			5,472
Provision (credit)		(2,125	)		(2,115	)		(1,924	)		(199	)		(4	)		471			(5,896	)
Ending balance	$	11,844		$	19,452		$	1,976		$	345		$	11,579		$	248		$	45,444


	Commercial Business			Commercial Mortgage			Residential Real Estate Loans			Residential Real Estate Lines			Consumer Indirect			Other Consumer			Total
Three months ended September 30, 2020
Beginning balance	$	12,399		$	15,666		$	5,769		$	939		$	11,222		$	321		$	46,316
Charge-offs		(15	)		(640	)		0			0			(1,388	)		(160	)		(2,203	)
Recoveries		103			37			7			0			1,503			65			1,715
Provision (credit)		507			1,417			(1,224	)		(121	)		2,833			155			3,567
Ending balance	$	12,994		$	16,480		$	4,552		$	818		$	14,170		$	381		$	49,395
Nine months ended September 30, 2020
Beginning balance, prior to adoption of ASC 326	$	11,358		$	5,681		$	1,059		$	118		$	11,852		$	414		$	30,482
Impact of adopting ASC 326		(246	)		7,310			3,290			607			(1,234	)		(133	)		9,594
Beginning balance, after adoption of ASC 326		11,112			12,991			4,349			725			10,618			281			40,076
Charge-offs		(8,281	)		(1,712	)		(100	)		0			(7,366	)		(499	)		(17,958	)
Recoveries		1,644			37			25			3			4,550			282			6,541
Provision		8,519			5,164			278			90			6,368			317			20,736
Ending balance	$	12,994		$	16,480		$	4,552		$	818		$	14,170		$	381		$	49,395

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(6.)LOANS (Continued)

~~(6.)~~

~~LOANS (Continued)~~

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, including the impact of the COVID-19 pandemic on small to mid-sized business in our market area, 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, including the impact of the COVID-19 pandemic on the ability of the tenants to pay rent at these properties, 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, including the impact of the COVID-19 pandemic on the employment income of these borrowers, 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, including the heightened risk that such circumstances may arise as a result of the COVID-19 pandemic. 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.

(7.)LEASES

~~- 24 -~~

~~Table of Contents~~

~~FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~(7.)~~

~~LEASES~~

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.~~ 2061. NaN building lease iswas subleased in 2021 for terms ~~extending~~that extended through June 30, 2021.

The following table represents the consolidated statements of financial condition classification of the Company’s right of use assets and lease liabilities:


		March 31,			December 31,				September 30,			December 31,
	Balance Sheet Location	2021			2020			Balance Sheet Location	2021			2020
Operating Lease Right of Use Assets:
Gross carrying amount	Other assets	$	24,557		$	23,697		Other assets	$	26,990		$	23,697
Accumulated amortization	Other assets		(4,241	)		(3,741	)	Other assets		(4,536	)		(3,741	)
Net book value		$	20,316		$	19,956			$	22,454		$	19,956

Operating Lease Liabilities:
Right of use lease obligations	Other liabilities	$	21,908		$	21,507		Other liabilities	$	24,212		$	21,507

The weighted average remaining lease term for operating leases was ~~21.1~~24.0 years at ~~March 31,~~September 30, 2021 and the weighted-average discount rate used in the measurement of operating lease liabilities was ~~3.78%~~3.70%. The Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term for the discount rate.

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

The following table represents lease costs and other lease information:


	Three months ended September 30,					Nine months ended September 30,
	2021		2020			2021			2020
Lease costs:
Operating lease costs	$	687	$	663		$	2,162		$	2,018
Variable lease costs (1)		137		111			325			313
Sublease income		0		(12	)		(23	)		(35	)
Net lease costs	$	824	$	762		$	2,464		$	2,296

Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases						$	2,008		$	1,947
Right of use assets obtained in exchange for new operating lease liabilities						$	4,178		$	470

Three months ended
March 31,

2021

2020

Lease costs:

Operating lease costs

$
680

$
677

Variable lease costs ⁽¹⁾

98

101

Sublease income

(11
)

(11
)
Net lease costs

$
767

$
767

Other information:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$
661

$
648

Right of use assets obtained in exchange for new operating
lease liabilities

$
864

$
334

(1)

Variable lease costs primarily represent variable payments such as common area maintenance, insurance, taxes and utilities.

⁽¹⁾	~~Variable lease costs primarily represent variable payments such as common area maintenance, insurance, taxes and utilities.~~

Future minimum payments under non-cancellable operating leases with initial or remaining terms of one year or more, are as follows at ~~March 31,~~September 30, 2021 (in thousands):

Twelve months ended March 31,

Twelve months ended September 30,
2022	$	2,372		$	2,380
2023		1,979			2,048
2024		1,514			1,508
2025		1,308			1,416
2026		1,233			1,338
Thereafter		24,858			30,217
Total future minimum operating lease payments		33,264			38,907
Amounts representing interest		(11,356	)		(14,695	)
Present value of net future minimum operating lease payments	$	21,908		$	24,212

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(8.)GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

~~(8.)~~

~~GOODWILL AND OTHER INTANGIBLE ASSETS~~

~~Goodwill~~

The carrying amount of goodwill totaled ~~$66.7~~$67.1 million and ~~$66.1~~$66.1 million as of both ~~March 31,~~September 30, 2021 and December 31, 2020. The Company performs a goodwill impairment test on an annual basis as of October 1st or more frequently if events and circumstances warrant.


	Banking		All Other (1)		Total
Balance, December 31, 2020	$	48,536	$	17,526	$	66,062
Acquisitions		—		1,009		1,009
Balance, September 30, 2021	$	48,536	$	18,535	$	67,071

Banking

All Other ⁽¹⁾

Total

Balance, December 31, 2020

$
48,536

$
17,526

$
66,062

Acquisition

—

611

611

Balance, March 31, 2021

$
48,536

$
18,137

$
66,673

⁽¹⁾All Other includes the SDN, Courier Capital and HNP Capital reporting units

Goodwill and other intangible assets added during the period relates to the acquisition of assets of Landmark, ~~Group,~~ which was completed on February 1, 2021 and the acquisition of assets of North Woods, which was completed on August 2, 2021. See Note 2 – Business Combinations for additional information.

Other Intangible Assets

The Company has other intangible assets that are amortized, consisting of core deposit intangibles and other intangibles (primarily related to customer relationships). Gross carrying amount, accumulated amortization and net book value, were as follows (in thousands):

March 31,

December 31,

2021

2020

Other intangibles assets:

Gross carrying amount

$
16,324

$
15,925

Accumulated amortization

(8,469
)

(8,198
)
Net book value

$
7,855

$
7,727


	September 30,			December 31,
	2021			2020
Other intangibles assets:
Gross carrying amount	$	16,587		$	15,925
Accumulated amortization		(8,999	)		(8,198	)
Net book value	$	7,588		$	7,727

Amortization expense for total other intangible assets was ~~$271~~$264 thousand and ~~$294~~$801 thousand for the three and nine months ended ~~March 31,~~September 30, 2021, respectively, and $280 thousand and $861 thousand for the three and nine months ended September 30, 2020, respectively. As of ~~March 31,~~September 30, 2021, the estimated amortization expense of other intangible assets for the remainder of 2021 and each of the next five years is as follows (in thousands):


2021 (remainder of year)	$	260
2022		985
2023		910
2024		838
2025		766
2026		694

2021 (remainder of year)
$
779

2022

960

2023

887

2024

816

2025

745

2026

675

(9.)OTHER ASSETS

~~(9.)~~

~~OTHER ASSETS~~

A summary of other assets as of the dates indicated are as follows (in thousands):


	March 31,		December 31,		September 30,		December 31,
	2021		2020		2021		2020
Operating lease right of use assets	$	20,316	$	19,956	$	22,454	$	19,956
Tax credit investments		38,632		34,370		50,075		34,370
Derivative instruments		18,391		20,120		16,139		20,120
Collateral on derivative instruments		4,270		19,630		6,180		19,630
Other		66,886		62,010		71,165		62,010
Total other assets	$	148,495	$	156,086	$	166,013	$	156,086

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(10.)DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES

~~(10.)~~

~~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 uses interest rate caps and interest rate swaps 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 the first ~~three~~nine months of 2021 and in 2020, such derivatives were used to hedge the variable cash flows associated with short-term borrowings. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a period of approximately 60 months. As of ~~March 31,~~September 30, 2021, the Company had 1 outstanding forward starting interest rate derivative with a notional value of ~~$50.0~~$50.0 million that was designated as a cash flow hedge of interest rate risk. The derivative becomes effective in April ~~2022.~~2022.

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. During the next twelve months, the Company estimates that $0$142 thousand will be reclassified into 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.

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.

- 27 -

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(10.)DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES (Continued)

~~(10.)~~

~~DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES (Continued)~~

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 ~~March 31,~~September 30, 2021 and December 31, 2020 (in thousands):


					Asset derivatives					Liability derivatives
	Gross notional amount				Balance	Fair value				Balance	Fair value
	Sept. 30, 2021		Dec. 31, 2020		sheet line item	Sept. 30, 2021		Dec. 31, 2020		sheet line item	Sept. 30, 2021		Dec. 31, 2020
Derivatives designated as hedging instruments
Cash flow hedges	$	50,000	$	50,000	Other assets	$	1,112	$	—	Other liabilities	$	—	$	311
Total derivatives	$	50,000	$	50,000		$	1,112	$	—		$	—	$	311
Derivatives not designated as hedging instruments
Cash flow hedges	$	—	$	100,000	Other assets	$	—	$	—	Other liabilities	$	—	$	—
Interest rate swaps (1)		726,910		631,907	Other assets		14,653		19,626	Other liabilities		14,658		19,837
Credit contracts		109,552		113,434	Other assets		0		23	Other liabilities		1		86
Mortgage banking		26,748		28,225	Other assets		374		471	Other liabilities		5		1
Total derivatives	$	863,210	$	873,566		$	15,027	$	20,120		$	14,664	$	19,924

Asset derivatives

Liability derivatives

Gross notional
amount

Balance

Fair value

Balance

Fair value

Mar. 31,
2021

Dec. 31,
2020

sheet
line item

Mar. 31,
2021

Dec. 31,
2020

sheet
line item

Mar. 31,
2021

Dec. 31,
2020

Derivatives designated as hedging instruments

Cash flow hedges

$
50,000

$
50,000

Other assets

$
1,677

$
—

Other liabilities

$
—

$
311

Total derivatives

$
50,000

$
50,000

$
1,677

$
—

$
—

$
311

Derivatives not designated as hedging instruments

Cash flow hedges

$
—

$
100,000

Other assets

$
—

$
—

Other liabilities

$
—

$
—

Interest rate swaps ⁽¹⁾

706,115

631,907

Other assets

16,176

19,626

Other liabilities

15,580

19,837

Credit contracts

115,833

113,434

Other assets

12

23

Other liabilities

39

86

Mortgage banking

28,025

28,225

Other assets

526

471

Other liabilities

—

1

Total derivatives

$
849,973

$
873,566

$
16,714

$
20,120

$
15,619

$
19,924

(1)

The Company secured its obligations under these contracts with $6.2 million and $19.6 million in cash at September 30, 2021 and December 31, 2020, respectively.

⁽¹⁾	~~The Company secured its obligations under these contracts with $4.3 million and $19.6 million in cash at March 31, 2021 and December 31, 2020, respectively.~~

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 three and nine months ended ~~March 31,~~September 30, 2021 and 2020 (in thousands):


		Gain (loss) recognized in income						Gain (loss) recognized in income				Gain (loss) recognized in income
	Line item of gain (loss)	Three months ended March 31,					Line item of gain (loss)	Three months ended September 30,				Nine months ended September 30,
Undesignated derivatives	recognized in income	2021		2020			recognized in income	2021		2020		2021			2020
Cash flow hedges	Income from derivative instruments, net	$	—	$	—		Income from derivative instruments, net	$	—	$	—	$	—		$	—
Interest rate swaps	Income from derivative instruments, net		1,772		724		Income from derivative instruments, net		248		1,310		1,687			3,715
Credit contracts	Income from derivative instruments, net		48		(5	)	Income from derivative instruments, net		38		13		74			136
Mortgage banking	Income from derivative instruments, net		55		27		Income from derivative instruments, net		91		608		(101	)		766
Total undesignated		$	1,875	$	746			$	377	$	1,931	$	1,660		$	4,617

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Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(11.)SHAREHOLDERS’ EQUITY

~~(11.)~~

~~SHAREHOLDERS’ EQUITY~~

Common Stock

The changes in shares of common stock were as follows for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020:


	Outstanding			Treasury			Issued		Outstanding			Treasury			Issued
2021
Shares at December 31, 2020		16,041,926			57,630			16,099,556		16,041,926			57,630			16,099,556
Shares issued for Landmark Group acquisition		12,831			(12,831	)		—		12,831			(12,831	)		—
Restricted stock units released		18,819			(18,819	)		—		18,819			(18,819	)		—
Treasury stock purchases		(244,677	)		244,677			—		(244,677	)		244,677			—
Shares at March 31, 2021		15,828,899			270,657			16,099,556		15,828,899			270,657			16,099,556
Restricted stock awards issued										9,350			(9,350	)		—
Stock awards										3,680			(3,680	)		—
Shares at June 30, 2021										15,841,929			257,627			16,099,556
Restricted stock units released										250			(250	)
Treasury stock purchases										(98	)		98			—
Shares at September 30, 2021										15,842,081			257,475			16,099,556
2020
Shares at December 31, 2019		16,002,899			96,657			16,099,556		16,002,899			96,657			16,099,556
Restricted stock units released		22,921			(22,921	)		—		22,921			(22,921	)		—
Treasury stock purchases		(6,436	)		6,436			—		(6,436	)		6,436			—
Shares at March 31, 2020		16,019,384			80,172			16,099,556		16,019,384			80,172			16,099,556
Restricted stock awards issued										12,798			(12,798	)		—
Stock awards										5,403			(5,403	)		—
Shares at June 30, 2020										16,037,585			61,971			16,099,556
No activity during the period										—			—			—
Shares at September 30, 2020										16,037,585			61,971			16,099,556

Share Repurchase Program

In November 2020, the Company’s Board of Directors authorized a share repurchase program for up to 801,879 shares of common stock. Repurchased shares are recorded in treasury stock, at cost, which includes any applicable transaction costs. 238,439 shares were repurchased at an average price of ~~$24.30~~$24.30 during the nine months ended September 30, 2021. NaN shares were repurchased under this program during the three months ended ~~March 31, 2021. NaN shares were repurchased under this program~~September 30, 2021 and during the year ended December 31, 2020. As of ~~March 31,~~September 30, 2021, the remaining ~~amount~~number of shares authorized for repurchase under the repurchase program was ~~563,440.~~563,440.

- 29 -

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(12.)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

~~(12.)~~

~~ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)~~

The following tables present the components of other comprehensive income (loss) for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020 (in thousands):

	Pre-tax Amount			Tax Effect			Net-of-tax Amount
March 31, 2021
										Pre-tax Amount			Tax Effect			Net-of-tax Amount
Three months ended September 30, 2021
Securities available for sale and transferred securities:
Change in unrealized gain/loss during the period	$	(19,362	)	$	(4,961	)	$	(14,401	)	$	(8,647	)	$	(2,216	)	$	(6,431	)
Reclassification adjustment for net gains included in net income ⁽¹⁾		(1	)		—			(1	)		42			11			31
Total securities available for sale and transferred securities		(19,363	)		(4,961	)		(14,402	)		(8,605	)		(2,205	)		(6,400	)
Hedging derivative instruments:
Change in unrealized gain/loss during the period		2,103			539			1,564			108			28			80
Pension and post-retirement obligations:
Amortization of prior service credit included in income		(1	)		—			(1	)		(1	)		(1	)		0
Amortization of net actuarial loss included in income		186			47			139			186			48			138
Total pension and post-retirement obligations		185			47			138			185			47			138
Other comprehensive loss	$	(17,075	)	$	(4,375	)	$	(12,700	)	$	(8,312	)	$	(2,130	)	$	(6,182	)
Nine months ended September 30, 2021
Securities available for sale and transferred securities:
Change in unrealized gain/loss during the period										$	(21,348	)	$	(5,470	)	$	(15,878	)
Reclassification adjustment for net gains included in net income (1)											105			27			78
Total securities available for sale and transferred securities											(21,243	)		(5,443	)		(15,800	)
Hedging derivative instruments:
Change in unrealized gain/loss during the period											1,537			394			1,143
Pension and post-retirement obligations:
Amortization of prior service credit included in income											(2	)		(1	)		(1	)
Amortization of net actuarial loss included in income											557			143			414
Total pension and post-retirement obligations											555			142			413
Other comprehensive loss										$	(19,151	)	$	(4,907	)	$	(14,244	)

(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.

⁽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.

March 31, 2020

Securities available for sale and transferred securities:

Change in unrealized gain/loss during the period

$
16,451

$
4,215

$
12,236

Reclassification adjustment for net gains included in net income ⁽¹⁾

(175
)

(45
)

(130
)
Total securities available for sale and transferred securities

16,276

4,170

12,106

Hedging derivative instruments:

Change in unrealized gain/loss during the period

123

32

91

Pension and post-retirement obligations:

Amortization of prior service credit included in income

(9
)

(2
)

(7
)
Amortization of net actuarial loss included in income

323

82

241

Total pension and post-retirement obligations

314

80

234

Other comprehensive income

$
16,713

$
4,282

$
12,431

⁽¹⁾

- 30 -

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(12.)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)


	Pre-tax Amount			Tax Effect			Net-of-tax Amount
Three months ended September 30, 2020
Securities available for sale and transferred securities:
Change in unrealized gain/loss during the period	$	374		$	96		$	278
Reclassification adjustment for net gains included in net income (1)		(467	)		(120	)		(347	)
Total securities available for sale and transferred securities		(93	)		(24	)		(69	)
Hedging derivative instruments:
Change in unrealized gain/loss during the period		165			42			123
Pension and post-retirement obligations:
Amortization of prior service credit included in income		(8	)		(2	)		(6	)
Amortization of net actuarial loss included in income		321			82			239
Total pension and post-retirement obligations		313			80			233
Other comprehensive income	$	385		$	98		$	287
Nine months ended September 30, 2020
Securities available for sale and transferred securities:
Change in unrealized gain/loss during the period	$	19,737		$	5,057		$	14,680
Reclassification adjustment for net gains included in net income (1)		(1,213	)		(311	)		(902	)
Total securities available for sale and transferred securities		18,524			4,746			13,778
Hedging derivative instruments:
Change in unrealized gain/loss during the period		(234	)		(60	)		(174	)
Pension and post-retirement obligations:
Amortization of prior service credit included in income		(26	)		(7	)		(19	)
Amortization of net actuarial loss included in income		967			248			719
Total pension and post-retirement obligations		941			241			700
Other comprehensive income	$	19,231		$	4,927		$	14,304

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(12.)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Continued)

~~(12.)~~

~~ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Continued)~~

Activity in accumulated other comprehensive income (loss), net of tax, for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020 was as follows (in thousands):


	Hedging Derivative Instruments			Securities Available for Sale and Transferred Securities			Pension and Post- retirement Obligations			Accumulated Other Comprehensive Income (Loss)
Three months ended September 30, 2021
Balance at beginning of period	$	747		$	5,343		$	(12,024	)	$	(5,934	)
Other comprehensive income (loss) before reclassifications		80			(6,431	)		—			(6,351	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			31			138			169
Net current period other comprehensive income (loss)		80			(6,400	)		138			(6,182	)
Balance at end of period	$	827		$	(1,057	)	$	(11,886	)	$	(12,116	)
Nine months ended September 30, 2021
Balance at beginning of period	$	(316	)	$	14,743		$	(12,299	)	$	2,128
Other comprehensive income (loss) before reclassifications		1,143			(15,878	)		—			(14,735	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			78			413			491
Net current period other comprehensive income (loss)		1,143			(15,800	)		413			(14,244	)
Balance at end of period	$	827		$	(1,057	)	$	(11,886	)	$	(12,116	)

Three months ended September 30, 2020
Balance at beginning of period	$	(815	)	$	14,720		$	(14,401	)	$	(496	)
Other comprehensive income before reclassifications		123			278			—			401
Amounts reclassified from accumulated other comprehensive (loss) income		—			(347	)		233			(114	)
Net current period other comprehensive income (loss)		123			(69	)		233			287
Balance at end of period	$	(692	)	$	14,651		$	(14,168	)	$	(209	)
Nine months ended September 30, 2020
Balance at beginning of period	$	(518	)	$	873		$	(14,868	)		(14,513	)
Other comprehensive (loss) income before reclassifications		(174	)		14,680			—			14,506
Amounts reclassified from accumulated other comprehensive (loss) income		—			(902	)		700			(202	)
Net current period other comprehensive income (loss)		(174	)		13,778			700			14,304
Balance at end of period	$	(692	)	$	14,651		$	(14,168	)	$	(209	)

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(12.)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Continued)

Hedging
Derivative
Instruments

Securities
Available
for Sale and
Transferred
Securities

Pension and
Post-
retirement
Obligations

Accumulated
Other
Comprehensive
Income (Loss)

March 31, 2021

Balance at beginning of period

$
(316
)

$
14,743

$
(12,299
)

$
2,128

Other comprehensive income before reclassifications

1,564

(14,401
)

—

(12,837
)
Amounts reclassified from accumulated other comprehensive
income (loss)

—

(1
)

138

137

Net current period other comprehensive income (loss)

1,564

(14,402
)

138

(12,700
)
Balance at end of period

$
1,248

$
341

$
(12,161
)

$
(10,572
)
March 31, 2020

Balance at beginning of period

$
(518
)

$
873

$
(14,868
)

$
(14,513
)
Other comprehensive income before reclassifications

91

12,236

—

12,327

Amounts reclassified from accumulated other comprehensive
income (loss)

—

(130
)

234

104

Net current period other comprehensive income (loss)

91

12,106

234

12,431

Balance at end of period

$
(427
)

$
12,979

$
(14,634
)

$
(2,082
)

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020 (in thousands):


Details About Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)						Affected Line Item in the Consolidated Statement of Income	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)						Affected Line Item in the Consolidated Statement of Income
								Three months ended
								September 30,
								2021			2020
Realized gain (loss) on sale of investment securities								$	0		$	554		Net gain on investment securities
Amortization of unrealized holding losses on investment securities transferred from available for sale to held to maturity									(42	)		(87	)	Interest income
									(42	)		467		Total before tax
									11			(120	)	Income tax expense
									(31	)		347		Net of tax
Amortization of pension and post-retirement items:
Prior service credit (1)									1			8		Salaries and employee benefits
Net actuarial losses (1)									(186	)		(321	)	Salaries and employee benefits
									(185	)		(313	)	Total before tax
									47			80		Income tax benefit
									(138	)		(233	)	Net of tax
Total reclassified for the period								$	(169	)	$	114

	Three months ended							Nine months ended
	March 31,							September 30,
	2021			2020				2021			2020
Realized gain on sale of investment securities	$	74		$	221		Net gain on investment securities	$	71		$	1,449		Net gain on investment securities
Amortization of unrealized holding losses on investment securities transferred from available for sale to held to maturity		(73	)		(46	)	Interest income		(176	)		(236	)	Interest income
		1			175		Total before tax		(105	)		1,213		Total before tax
		—			(45	)	Income tax expense		27			(311	)	Income tax expense
		1			130		Net of tax		(78	)		902		Net of tax
Amortization of pension and post-retirement items:
Prior service credit ⁽¹⁾		1			9		Salaries and employee benefits		2			26		Salaries and employee benefits
Net actuarial losses ⁽¹⁾		(186	)		(323	)	Salaries and employee benefits		(557	)		(967	)	Salaries and employee benefits
		(185	)		(314	)	Total before tax		(555	)		(941	)	Total before tax
		47			80		Income tax benefit		142			241		Income tax benefit
		(138	)		(234	)	Net of tax		(413	)		(700	)	Net of tax
Total reclassified for the period	$	(137	)	$	(104	)		$	(491	)	$	202

(1) These items are included in the computation of net periodic pension expense. See Note 14 – Employee Benefit Plans for additional information.

⁽¹⁾	~~These items are included in the computation of net periodic pension expense. See Note 14 – Employee Benefit Plans for additional information.~~

~~- 31 -~~33

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(13.)SHARE-BASED COMPENSATION PLANS

~~(13.)~~

~~SHARE-BASED COMPENSATION PLANS~~

The Company maintains certain share-based compensation plans, approved by the Company’s shareholders, that are administered by the Management Development and Compensation Committee (the “MD&C Committee”) of the Board. The share-based compensation plans were established to allow for the grant 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 MD&C Committee approved the grant of restricted stock units (“RSUs”) and performance share units (“PSUs”) shown in the table below to certain members of management during the ~~three~~nine months ended ~~March 31,~~September 30, 2021.


	Number of Underlying Shares		Weighted Average Per Share Grant Date Fair Value		Number of Underlying Shares		Weighted Average Per Share Grant Date Fair Value
RSUs		58,924	$	27.46		59,998	$	27.50
PSUs		22,178		27.58		22,178		27.58

The grant-date fair value for the RSUs granted during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 is equal to the closing market price of our common stock on the date of grant reduced by the present value of the dividends expected to be paid on the underlying shares.

~~NaN~~Fifty percent of the PSUs that ultimately vest is contingent on achieving specified return on average equity (“ROAE”) targets relative to the SNL Small Cap Bank & Thrift Index, a market index the MD&C Committee has selected as a peer group for this purpose. These shares will be earned based on the Company’s achievement of a relative ROAE performance requirement, on a percentile basis, compared to the SNL Small Cap Bank & Thrift Index over a three-year performance period ended December 31, 2023. During the three months ended September 30, 2021, the SNL Small Cap Bank & Thrift Index was delisted and the Company is currently evaluating an alternative market index. The shares earned based on the achievement of the ROAE performance requirement, if any, will vest on the third anniversary of the grant date assuming the recipient’s continuous service to the ~~Company.~~Company. The remaining 50fifty percent of the PSUs that ultimately vest is contingent upon achievement of an average return on average assets (“ROAA”) performance requirement over a three-year performance period ended December 31, 2023. The shares earned based on the achievement of the ROAA performance requirement, if any, will vest on the third anniversary of the grant date assuming the recipient’s continuous service to the ~~Company.~~ Company.

The grant-date fair values for both the ROAE and the ROAA portions of PSUs granted during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 are equal to the closing market price of our common stock on the date of grant reduced by the present value of the dividends expected to be paid on the underlying shares.

During the nine months ended September 30, 2021, the Company issued a total of 3,680 shares of common stock in lieu of cash for the annual retainer of 6 non-employee directors and granted a total of 9,350 restricted shares of common stock to non-employee directors, of which 4,670 shares vested immediately and 4,680 shares will vest after completion of a one-year service requirement. The ~~Company previously granted~~market value of the stock and restricted stock ~~awards to certain members~~at the close of ~~management and non-employee directors. There were 0 restricted stock awards granted during~~ the ~~three months ended March 31, 2021.~~ Nasdaq Global Select Market on the date of grant was $32.06.

The following is a summary of restricted stock awards and restricted stock units activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2021:


	Number of Shares			Weighted Average Market Price at Grant Date		Number of Shares			Weighted Average Market Price at Grant Date
Outstanding at beginning of year		168,513		$	25.65		168,513		$	25.65
Granted		81,102			27.50		91,526			27.99
Vested		(18,819	)		28.38		(30,138	)		26.67
Forfeited		(18,487	)		26.67		(27,901	)		26.66
Outstanding at end of period		212,309		$	26.03		202,000		$	26.42

At ~~March 31,~~September 30, 2021, there was ~~$3.8~~$2.9 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 ~~2.40~~1.95 years.

~~- 32 -~~34

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(13.)SHARE-BASED COMPENSATION PLANS (Continued)

~~(13.)~~

~~SHARE-BASED COMPENSATION PLANS (Continued)~~

The Company amortizes the expense related to share-based compensation awards 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 consolidated statements of income, is as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Salaries and employee benefits	$	500	$	261	$	1,071	$	793
Other noninterest expense		38		28		245		197
Total share-based compensation expense	$	538	$	289	$	1,316	$	990

Three months ended
March 31,

2021

2020

Salaries and employee benefits

$
188

$
304

Other noninterest expense

28

28

Total share-based compensation expense

$
216

$
332

(14.)EMPLOYEE BENEFIT PLANS

~~(14.)~~

~~EMPLOYEE BENEFIT PLANS~~

The components of the Company’s net periodic benefit expense for its pension and post-retirement obligations were as follows (in thousands):


	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020			2021			2020
Service cost	$	1,049		$	923		$	1,049		$	924		$	3,147		$	2,770
Interest cost on projected benefit obligation		551			635			551			635			1,653			1,905
Expected return on plan assets		(1,306	)		(1,284	)		(1,306	)		(1,284	)		(3,919	)		(3,852	)
Amortization of unrecognized prior service credit		(1	)		(9	)		(1	)		(8	)		(2	)		(26	)
Amortization of unrecognized net actuarial loss		186			323			186			321			557			967
Net periodic benefit expense	$	479		$	588		$	479		$	588		$	1,436		$	1,764

The net periodic benefit expense is recorded as a component of salaries and employee benefits in the consolidated statements of income. 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 the Internal Revenue Code. The Company has 0 minimum required contribution for the 2021 fiscal year.

(15.)COMMITMENTS AND CONTINGENCIES

~~(15.)~~

~~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 consist of the following (in thousands):


	March 31, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Commitments to extend credit	$	993,324	$	1,012,810	$	968,157	$	1,012,810
Standby letters of credit		22,970		22,393		25,379		22,393

~~- 33 -~~35

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(15.)COMMITMENTS AND CONTINGENCIES (Continued)

~~(15.)~~

~~COMMITMENTS AND CONTINGENCIES (Continued)~~

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.

Unfunded Commitments

At ~~March 31,~~September 30, 2021 and December 31, 2020, the allowance for credit losses for unfunded commitments totaled ~~$2.9~~$1.9 million and ~~$3.1~~$3.1 million, respectively, and was included in other liabilities on the Company's consolidated statements of financial condition. For the three months ended ~~March 31,~~September 30, 2021 and 2020, credit loss ~~(credit)~~(benefit) expense for unfunded commitments was ~~$(276)~~$(206) thousand and ~~$1.0~~$461 thousand, respectively. For the nine months ended September 30, 2021 and 2020, credit loss (benefit) expense for unfunded commitments was $(1.2) million and $959 thousand, respectively.

Contingent Liabilities and Litigation

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, except for the matter described below, would not have a material adverse effect on the Company’s consolidated financial statements.

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 15, 2021 and as disclosed in Part II, Item 1 of this Quarterly Report on Form 10-Q, we are party to 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~~sought class certification to represent classes of consumers in New York and Pennsylvania along with statutory damages, interest and declaratory relief. The plaintiffs ~~seek~~sought 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.

~~In February 2020, we agreed to engage in mediation with the plaintiffs and mediation is expected to commence during May 2021.~~ On ~~October 19, 2020,~~September 30, 2021, the Court granted plaintiffs’ motion for ~~judgment on the pleadings dismissing our affirmative defense against one named~~class certification and certified four different classes (two classes of New York ~~plaintiff that his claim was time-barred under~~consumers and two classes of Pennsylvania consumers). We estimate there may be approximately 5,200 members in the New York ~~law, applying~~classes and 300 members in the Pennsylvania classes. We filed a ~~six-year~~ ~~statute of limitations rather than the three years limitation period we had argued. The issue of class certification has been briefed and~~motion seeking permission to appeal the class certification ~~hearing date has been scheduled~~ruling to the Superior Court of Pennsylvania and a stay of proceedings pending any such appeal. We also filed a motion to dismiss the action for ~~June 14, 2021.~~lack of standing. We have not accrued a contingent liability for this matter at this time because, given our defenses, we are unable to conclude whether a liability is reasonably probable to occur nor are we able to currently reasonably estimate the amount of potential loss.

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 judgments 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.

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(16.)FAIR VALUE MEASUREMENTS

~~(16.)~~

~~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.

•

~~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.

~~- 34 -~~

~~Table of Contents~~

~~FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~(16.)~~

~~FAIR VALUE MEASUREMENTS (Continued)~~

•

~~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.

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(16.)FAIR VALUE MEASUREMENTS (Continued)

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.

Collateral dependent loans: Fair value of collateral dependent loans with specific allocations of the allowance for credit losses – loans 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. Collateral dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above.

Long-lived assets held for sale: The fair value of the long-lived assets held for sale was based on estimated market prices from independently prepared current appraisals and are classified as Level 2 in the fair value hierarchy.

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.

~~- 35 -~~38

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(16.)FAIR VALUE MEASUREMENTS (Continued)

~~(16.)~~

~~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 nonrecurring basis as of the dates indicated (in thousands).

	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
March 31, 2021
											Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
September 30, 2021
Measured on a recurring basis:
Securities available for sale:
U.S. Government agency and government sponsored enterprises	$	—	$	16,533		$	—	$	16,533		$	—	$	6,531		$	—	$	6,531
Mortgage-backed securities		—		736,956			—		736,956			—		1,091,419			—		1,091,419
Other assets:
Hedging derivative instruments		—		1,677			—		1,677			—		1,112			—		1,112
Fair value adjusted through comprehensive income	$	—	$	755,166		$	—	$	755,166		$	—	$	1,099,062		$	—	$	1,099,062
Other assets:
Derivative instruments - interest rate swaps		—		16,176			—		16,176			—		14,653			—		14,653
Derivative instruments - credit contracts		—		12			—		12			—		0			—		0
Derivative instruments - mortgage banking		—		526			—		526			—		374			—		374
Other liabilities:
Derivative instruments - interest rate swaps		—		(15,580	)		—		(15,580	)		—		(14,658	)		—		(14,658	)
Derivative instruments - credit contracts		—		(39	)		—		(39	)		—		(1	)		—		(1	)
Derivative instruments - mortgage banking		—		-			—		-			—		(5	)		—		(5	)
Fair value adjusted through net income	$	—	$	1,095		$	—	$	1,095		$	—	$	363		$	—	$	363
Measured on a nonrecurring basis:
Loans:
Loans held for sale	$	—	$	5,685		$	—	$	5,685		$	—	$	5,916		$	—	$	5,916
Collateral dependent loans		—		—			48,605		48,605			—		—			54,554		54,554
Other assets:
Long-lived assets held for sale		—		867			—		867			—		4,341			—		4,341
Loan servicing rights		—		—			1,392		1,392			—		—			1,484		1,484
Other real estate owned		—		—			2,966		2,966
Total	$	—	$	6,552		$	52,963	$	59,515		$	—	$	10,257		$	56,038	$	66,295

There were 0 transfers between Levels 1 and 2 during the ~~three~~nine months ended ~~March 31,~~September 30, 2021. There were 0 liabilities measured at fair value on a nonrecurring basis during the ~~three~~nine months ended ~~March 31,~~September 30, 2021.

~~- 36 -~~39

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(16.)FAIR VALUE MEASUREMENTS (Continued)


	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
December 31, 2020
Measured on a recurring basis:
Securities available for sale:
U.S. Government agency and government sponsored enterprises	$	—	$	6,635		$	—	$	6,635
Mortgage-backed securities		—		621,424			—		621,424
Other liabilities:
Hedging derivative instruments		—		(311	)		—		(311	)
Fair value adjusted through comprehensive income	$	—	$	627,748		$	—	$	627,748
Other assets:
Derivative instruments - cash flow hedges	$	—	$	—		$	—	$	-
Derivative instruments - interest rate swaps		—		19,626			—		19,626
Derivative instruments - credit contracts		—		23			—		23
Derivative instruments - mortgage banking		—		471			—		471
Other liabilities:
Derivative instruments - interest rate swaps		—		(19,837	)		—		(19,837	)
Derivative instruments - credit contracts		—		(86	)		—		(86	)
Derivative instruments - mortgage banking		—		(1	)		—		(1	)
Fair value adjusted through net income	$	—	$	196		$	—	$	196
Measured on a nonrecurring basis:
Loans:
Loans held for sale	$	—	$	4,305		$	—	$	4,305
Collateral dependent loans		—		—			29,434		29,434
Other assets:
Loan servicing rights		—		—			1,320		1,320
Other real estate owned		—		—			2,966		2,966
Total	$	—	$	4,305		$	33,720	$	38,025

~~(16.)~~

~~FAIR VALUE MEASUREMENTS (Continued)~~

Quoted
Prices
in Active
Markets for
Identical
Assets or
Liabilities
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

December 31, 2020

Measured on a recurring basis:

Securities available for sale:

U.S. Government agency and government sponsored enterprises

$
—

$
6,635

$
—

$
6,635

Mortgage-backed securities

—

621,424

—

621,424

Other liabilities:

Hedging derivative instruments

—

(311
)

—

(311
)
Fair value adjusted through comprehensive income

$
—

$
627,748

$
—

$
627,748

Other assets:

Derivative instruments - cash flow hedges

$
—

$
—

$
—

$
-

Derivative instruments - interest rate swaps

—

19,626

—

19,626

Derivative instruments - credit contracts

—

23

—

23

Derivative instruments - mortgage banking

—

471

—

471

Other liabilities:

Derivative instruments - interest rate swaps

—

(19,837
)

—

(19,837
)
Derivative instruments - credit contracts

—

(86
)

—

(86
)
Derivative instruments - mortgage banking

—

(1
)

—

(1
)
Fair value adjusted through net income

$
—

$
196

$
—

$
196

Measured on a nonrecurring basis:

Loans:

Loans held for sale

$
—

$
4,305

$
—

$
4,305

Collateral dependent loans

—

—

29,434

29,434

Other assets:

Loan servicing rights

—

—

1,320

1,320

Other real estate owned

—

—

2,966

2,966

Total

$
—

$
4,305

$
33,720

$
38,025

There were 0 transfers between Levels 1 and 2 during the ~~three~~nine months ended ~~March 31,~~September 30, 2020. There were 0 liabilities measured at fair value on a nonrecurring basis during the ~~three~~nine months ended ~~March 31,~~September 30, 2020.

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 as of ~~March 31,~~September 30, 2021 (dollars in thousands).

Asset

Fair

Value

Valuation Technique

Unobservable Input

Value or Range

Fair
Value

Valuation Technique

Unobservable Input

Unobservable Input
Value or Range

Collateral dependent loans

48,605

Appraisal of collateral ⁽¹⁾

Appraisal adjustments ⁽²⁾

28.6% ⁽³⁾/ 0 - 35%

54,554

Appraisal of collateral (1)

Appraisal adjustments (2)

27.2% (3) / 0 - 35%

Loan servicing rights

1,392

Discounted cash flow

Discount rate

10.3% ⁽³⁾

1,484

Discounted cash flow

Discount rate

10.3% (3)

Constant prepayment rate

16.7% ⁽³⁾

Constant prepayment rate

14.5% (3)

Other real estate owned

2,966

Appraisal of collateral ⁽¹⁾

Appraisal adjustments ⁽²⁾

27.7% ⁽³⁾/ 20 - 46%

(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.

⁽¹⁾40

~~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.~~

~~- 37 -~~

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(16.)FAIR VALUE MEASUREMENTS (Continued)

~~(16.)~~

~~FAIR VALUE MEASUREMENTS (Continued)~~

Changes in Level 3 Fair Value Measurements

There were 0 assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020.

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, Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) stock, accrued interest receivable, non-maturity deposits, short-term borrowings and accrued interest payable.

The following presents (in thousands) the carrying amount, estimated fair value, and placement in the fair value measurement hierarchy of the Company’s financial instruments as of the dates indicated.


	Level in	March 31, 2021				December 31, 2020				Level in	September 30, 2021				December 31, 2020
	Fair Value			Estimated				Estimated		Fair Value			Estimated				Estimated
	Measurement	Carrying		Fair		Carrying		Fair		Measurement	Carrying		Fair		Carrying		Fair
	Hierarchy	Amount		Value		Amount		Value		Hierarchy	Amount		Value		Amount		Value
Financial assets:
Cash and cash equivalents	Level 1	$	344,790	$	344,790	$	93,878	$	93,878	Level 1	$	288,426	$	288,426	$	93,878	$	93,878
Securities available for sale	Level 2		753,489		753,489		628,059		628,059	Level 2		1,097,950		1,097,950		628,059		628,059
Securities held to maturity, net	Level 2		256,127		264,329		271,973		282,035	Level 2		218,135		224,164		271,973		282,035
Loans held for sale	Level 2		5,685		5,685		4,305		4,305	Level 2		5,916		5,916		4,305		4,305
Loans	Level 2		3,555,953		3,609,735		3,513,284		3,549,770
Loans ⁽¹⁾										Level 2		3,553,901		3,597,936		3,513,284		3,549,770
Loans ⁽¹⁾	Level 3		48,605		48,605		29,434		29,434	Level 3		54,554		54,554		29,434		29,434
Long-lived assets held for sale	Level 2		867		867		—		—	Level 2		4,341		4,341		—		—
Accrued interest receivable	Level 1		16,422		16,422		15,635		15,635	Level 1		15,742		15,742		15,635		15,635
Derivative instruments – cash flow hedges	Level 2		1,677		1,677		—		—	Level 2		1,112		1,112		—		—
Derivative instruments – interest rate products	Level 2		16,176		16,176		19,626		19,626	Level 2		14,653		14,653		19,626		19,626
Derivative instruments – credit contracts	Level 2		12		12		23		23	Level 2		0		0		23		23
Derivative instruments – mortgage banking	Level 2		526		526		471		471	Level 2		374		374		471		471
FHLB and FRB stock	Level 2		8,729		8,729		8,619		8,619	Level 2		9,368		9,368		8,619		8,619
Financial liabilities:
Non-maturity deposits	Level 1		3,799,619		3,799,619		3,392,774		3,392,774	Level 1		4,054,683		4,054,683		3,392,774		3,392,774
Time deposits	Level 2		916,395		916,809		885,593		887,113	Level 2		920,280		920,221		885,593		887,113
Short-term borrowings	Level 1		—		—		5,300		5,300	Level 1		—		—		5,300		5,300
Long-term borrowings	Level 2		73,679		79,299		73,623		83,953	Level 2		73,834		79,275		73,623		83,953
Accrued interest payable	Level 1		4,624		4,624		4,381		4,381	Level 1		3,226		3,226		4,381		4,381
Derivative instruments – cash flow hedges	Level 2		—		—		311		311	Level 2		—		—		311		311
Derivative instruments – interest rate products	Level 2		15,580		15,580		19,837		19,837	Level 2		14,658		14,658		19,837		19,837
Derivative instruments – credit contracts	Level 2		39		39		86		86	Level 2		1		1		86		86
Derivative instruments – mortgage banking	Level 2		—		—		1		1	Level 2		5		5		1		1

(1) Comprised of collateral dependent loans.

⁽¹⁾

~~Comprised of collateral dependent loans.~~

~~- 38 -~~

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(17.)SEGMENT REPORTING

~~(17.)~~

~~SEGMENT REPORTING~~

The Company has 1 reportable segment, Banking, which includes all of the company’s retail and commercial banking operations. This reportable segment has been identified and organized based on the nature of the underlying products and services applicable to the 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.

All other segments that do not meet the quantitative threshold for separate reporting have been grouped as “All Other.” This “All Other” grouping 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, and Holding Company amounts, which are the primary differences between segment amounts and consolidated totals, along with amounts to eliminate balances and transactions between segments.

The following tables present information regarding our business segments as of and for the periods indicated (in thousands).


	Banking		All Other		Consolidated Totals
September 30, 2021
Goodwill	$	48,536	$	18,535	$	67,071
Other intangible assets, net		6		7,582		7,588
Total assets		5,583,776		39,417		5,623,193
December 31, 2020
Goodwill	$	48,536	$	17,526	$	66,062
Other intangible assets, net		28		7,699		7,727
Total assets		4,875,673		36,633		4,912,306


	Banking			All Other (1)			Consolidated Totals
Three months ended September 30, 2021
Net interest income (expense)	$	39,333		$	(1,060	)	$	38,273
Benefit (provision) for credit losses		541			—			541
Noninterest income		7,733			4,350			12,083
Noninterest expense		(24,351	)		(4,818	)		(29,169	)
Income (loss) before income taxes		23,256			(1,528	)		21,728
Income tax (expense) benefit		(4,748	)		195			(4,553	)
Net income (loss)	$	18,508		$	(1,333	)	$	17,175
Nine months ended September 30, 2021
Net interest income (expense)	$	117,039		$	(3,177	)	$	113,862
Benefit (provision) for credit losses		7,144			—			7,144
Noninterest income		23,611			11,621			35,232
Noninterest expense		(70,183	)		(12,670	)		(82,853	)
Income (loss) before income taxes		77,611			(4,226	)		73,385
Income tax (expense) benefit		(16,563	)		1,263			(15,300	)
Net income (loss)	$	61,048		$	(2,963	)	$	58,085

Banking

All Other

Consolidated
Totals

March 31, 2021

Goodwill

$
48,536

$
18,137

$
66,673

Other intangible assets, net

18

7,837

7,855

Total assets

5,291,625

37,431

5,329,056

December 31, 2020

Goodwill

$
48,536

$
17,526

$
66,062

Other intangible assets, net

28

7,699

7,727

Total assets

4,875,673

36,633

4,912,306

(1) Reflects activity from the acquisitions of assets of Landmark since February 1, 2021 (the date of acquisition) and North Woods since August 2, 2021 (the date of acquisition).

Banking

All Other ⁽¹⁾

Consolidated
Totals

Three months ended March 31, 2021

Net interest income (expense)

$
38,918

$
(1,061
)

$
37,857

(Provision) benefit for credit losses

1,981

—

1,981

Noninterest income

9,275

3,684

12,959

Noninterest expense

(22,633
)

(4,107
)

(26,740
)
Income (loss) before income taxes

27,541

(1,484
)

26,057

Income tax (expense) benefit

(6,035
)

688

(5,347
)
Net income (loss)

$
21,506

$
(796
)

$
20,710

⁽¹⁾	~~Reflects activity from the acquisition of assets of Landmark Group since February 1, 2021 (the date of acquisition).~~

Banking

All Other

Consolidated
Totals

Three months ended March 31, 2020

Net interest income (expense)

$
33,742

$
(618
)

$
33,124

Provision for credit losses

(13,915
)

—

(13,915
)
Noninterest income

6,815

3,095

9,910

Noninterest expense

(23,726
)

(3,944
)

(27,670
)
Income (loss) before income taxes

2,916

(1,467
)

1,449

Income tax (expense) benefit

141

(463
)

(322
)
Net income (loss)

$
3,057

$
(1,930
)

$
1,127

~~- 39 -~~42

Table of Contents

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(17.)SEGMENT REPORTING (Continued)


	Banking			All Other			Consolidated Totals
Three months ended September 30, 2020
Net interest income (expense)	$	36,117		$	(618	)	$	35,499
Provision for credit losses		(4,028	)		—			(4,028	)
Noninterest income		8,917			3,300			12,217
Noninterest expense		(24,320	)		(4,155	)		(28,475	)
Income (loss) before income taxes		16,686			(1,473	)		15,213
Income tax (expense) benefit		(3,598	)		658			(2,940	)
Net income (loss)	$	13,088		$	(815	)	$	12,273
Nine months ended September 30, 2020
Net interest income (expense)	$	104,657		$	(1,853	)	$	102,804
Provision for credit losses		(21,689	)		—			(21,689	)
Noninterest income		22,814			9,026			31,840
Noninterest expense		(71,653	)		(11,067	)		(82,720	)
Income (loss) before income taxes		34,129			(3,894	)		30,235
Income tax (expense) benefit		(6,317	)		614			(5,703	)
Net income (loss)	$	27,812		$	(3,280	)	$	24,532

Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q should be read in conjunction with the more detailed and comprehensive disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2020. In addition, please read this section in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements contained herein.

FORWARD LOOKING INFORMATION

Statements and financial analysis contained in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “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:

•

The COVID-19 pandemic, and governmental and individual efforts to contain the pandemic, have had a significant negative impact on the U.S. and global economy which has and will continue to adversely affect our business, financial condition and results of operations;



•

~~If we experience greater credit losses than anticipated, earnings may be adversely impacted;~~



If we experience greater credit losses than anticipated, earnings may be adversely impacted;

•

~~Geographic concentration may unfavorably impact our operations;~~



Geographic concentration may unfavorably impact our operations;

•

~~Our commercial business and mortgage loans increase our exposure to credit risks;~~



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;~~



Our indirect and consumer lending involves risk elements in addition to normal credit risk;

•

~~Lack of seasoning in portions of our loan portfolio could increase risk of credit defaults in the future;~~



Lack of seasoning in portions of our loan portfolio could increase risk of credit defaults in the future;

•

~~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 accept deposits that do not have a fixed term, and which may be withdrawn by the customer at any time for any reason;

•

~~We are subject to environmental liability risk associated with our lending activities;~~



We are subject to environmental liability risk associated with our lending activities;

•

~~We operate in a highly competitive industry and market area;~~



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;~~



Changes to and replacement of the LIBOR Benchmark Interest Rate may adversely affect our business, financial condition, and results of operations;

•

Legal and regulatory proceedings and related matters, such as the action brought by a putative class of consumers against us as described in Part II, Item 1, “Legal Proceedings,” could adversely affect us and the banking industry in general;



•

~~Any future FDIC insurance premium increases may adversely affect our earnings;~~



Any future FDIC insurance premium increases may adversely affect our earnings;

•

~~We are highly regulated, and any adverse regulatory action may result in additional costs, loss of business opportunities, and reputational damage;~~



We are highly regulated, and any adverse regulatory action may result in additional costs, loss of business opportunities, and reputational damage;

•

~~The policies of the Federal Reserve have a significant impact on our earnings;~~



The policies of the Federal Reserve have a significant impact on our earnings;

•

~~Our insurance brokerage subsidiary is subject to risk related to the insurance industry;~~



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 investment advisory and wealth management operations are subject to risk related to the regulation of the financial services industry and market volatility;

•

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;



•

~~The value of our goodwill and other intangible assets may decline in the future;~~



The value of our goodwill and other intangible assets may decline in the future;

•

~~We may be unable to successfully implement our growth strategies, including the integration and successful management of newly-acquired businesses;~~



We may be unable to successfully implement our growth strategies, including the integration and successful management of newly-acquired businesses;

•



Acquisitions may disrupt our business and dilute shareholder value;

•

~~Our tax strategies and the value of our deferred tax assets and liabilities could adversely affect our operating results and regulatory capital ratios;~~

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

Our tax strategies and the value of our deferred tax assets and liabilities could adversely affect our operating results and regulatory capital ratios;



Liquidity is essential to our businesses;



We rely on dividends from our subsidiaries for most of our revenue;



If our risk management framework does not effectively identify or mitigate our risks, we could suffer losses;



We face competition in staying current with technological changes and banking alternatives to compete and meet customer 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;



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;



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;



The market price of our common stock may fluctuate significantly in response to a number of factors;



We may not be able to attract and retain skilled people;



We use financial models for business planning purposes that may not adequately predict future results;



We depend on the accuracy and completeness of information about or from customers and counterparties;



Our business may be adversely affected by conditions in the financial markets and economic conditions generally; and



Severe weather, natural disasters, public health emergencies and pandemics, acts of war or terrorism, and other external events could significantly impact our business.

•

~~Liquidity is essential to our businesses;~~

•

~~We rely on dividends from our subsidiaries for most of our revenue;~~

•

~~If our risk management framework does not effectively identify or mitigate our risks, we could suffer losses;~~

•

~~We face competition in staying current with technological changes and banking alternatives to compete and meet customer demands;~~

•

~~We rely on other companies to provide key components of our business infrastructure;~~

•

~~The soundness of other financial institutions could adversely affect us;~~

•

~~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;~~

•

~~Our certificate of incorporation, our bylaws, and certain banking laws may have an anti-takeover effect;~~

•

~~The market price of our common stock may fluctuate significantly in response to a number of factors;~~

•

~~We may not be able to attract and retain skilled people;~~

•

~~We use financial models for business planning purposes that may not adequately predict future results;~~

•

~~We depend on the accuracy and completeness of information about or from customers and counterparties;~~

•

~~Our business may be adversely affected by conditions in the financial markets and economic conditions generally; and~~

•

~~Severe weather, natural disasters, public health emergencies and pandemics, acts of war or terrorism, and other external events could significantly impact our business.~~

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, in the 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.

GENERAL

The Parent is a financial holding company headquartered in New York State, providing diversified financial services through its subsidiaries, Five Star Bank (the “Bank”), SDN Insurance Agency, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”). The Company offers a broad array of deposit, lending and other financial services to individuals, municipalities and businesses in Western and Central New York through its wholly-owned New York-chartered banking subsidiary, 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. SDN provides a broad range of insurance services to personal and business clients. Courier Capital and HNP Capital provide customized investment advice, wealth management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans.

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.

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Our business strategy has been to maintain a community bank philosophy, which consists of focusing on and understanding the individualized banking and other financial 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 prefer to build banking, insurance and wealth management relationships with a community bank that combines high quality, competitively-priced products and services with personalized service. Because of our identity and

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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 evolved to meet changing customer needs by opening what we refer to as financial solution center branches. These financial solution center branches 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 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. 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.

EXECUTIVE OVERVIEW

Summary of 2021 ~~First~~Third Quarter Results

Net ~~income~~income increased ~~$19.6~~$4.9 million to ~~$20.7~~$17.2 million for the ~~first~~third quarter of 2021 compared to ~~$1.1~~$12.3 million for the ~~first~~third quarter of 2020. Net income available to common shareholders for the ~~first~~third quarter of 2021 was ~~$20.3~~$16.8 million, or ~~$1.27~~$1.05 per diluted share, compared with ~~$762 thousand,~~$11.9 million, or ~~$0.05~~$0.74 per diluted share, for the ~~first~~third quarter of last year. Return on average common equity was ~~18.28%~~13.94% and return on average assets was ~~1.66%~~1.27% for the ~~first~~third quarter of 2021 compared to ~~0.72%~~10.72% and ~~0.10%~~1.02%, respectively, for the ~~first~~third quarter of 2020.

~~Net~~The increase in net income for ~~both periods was significantly impacted by~~ the ~~provision~~third quarter of 2021 reflected a $541 thousand benefit for credit ~~losses. In~~losses as compared to a provision of $4.0 million in the ~~first~~third quarter of 2020, the provision of $13.9 million was driven by the adoption of the current expected credit loss standard (“CECL”) and the impact of the COVID-19 pandemic on the economic environment. The designated loss driver for our CECL model is2020. Continued improvement in the national unemployment forecast, ~~which spiked in early 2020 at the onset of the pandemic. In the first quarter of 2021, the provision was a benefit of $2.0 million due to continued improvement in national unemployment and~~ positive trends in qualitative factors ~~resulting~~and a relatively low level of net charge-offs resulted in a release of ~~some of our~~ credit loss ~~reserves.~~reserves and the corresponding benefit for credit losses in the quarter.

Net interest income totaled ~~$37.9~~$38.3 million in the ~~first~~third quarter of 2021, up from ~~$33.1~~$35.5 million in the ~~first~~third quarter of 2020. The increase was primarily the result of an increase in interest-earning assets and ~~the positive impact~~a decrease in interest expense. The decrease in interest expense was primarily due to a favorable shift in deposit categories, with a lower allocation of ~~PPP loan forgiveness in the first quarter~~time deposits, coupled with a lower interest-bearing cost of ~~2021.~~ funds. Average ~~loans and~~Federal Reserve interest-earning cash, average investment securities and average loans were up ~~$417.8~~$35.3 million, $407.6 million and ~~$134.7~~$110.1 million, respectively, in the ~~first~~third quarter of 2021 compared to the same quarter in 2020.

The provision for credit losses - loans was a ~~$1.7 million~~$334 thousand benefit in the ~~first~~third quarter of 2021 compared to a provision of ~~$13.4~~$3.6 million in the ~~first~~third quarter of 2020. Net charge-offs during the recent quarter were ~~$887~~$587 thousand ~~down from $10.1 million~~compared to $488 thousand in the ~~first~~third quarter of 2020. Net charge-offs expressed as an annualized percentage of average loans outstanding ~~were 0.10%~~was 0.06% during the ~~first~~third quarter of 2021 ~~compared with 1.27% in the first quarter of~~and 2020. See the “Allowance for Credit Losses - Loans” and “Non-Performing Assets and Potential Problem Loans” sections of this Management’s Discussion and Analysis for further discussion regarding the ~~change in the~~ provision (benefit) for credit losses - loans and ~~the decrease in~~ net charge-offs.

Noninterest income totaled ~~$13.0~~$12.1 million in the ~~first~~third quarter of 2021, compared to ~~$9.9 million~~$12.2 million in the ~~first~~third quarter of 2020. The ~~increase~~decrease in noninterest income for the ~~first~~third quarter was primarily due to ~~increases~~decreases in income from derivative instruments, ~~net,~~ net, gain on sale of loans held for sale and net gain on investment securities, partially offset by increases in insurance income, investment advisory income and income from investments in limited ~~partnerships and investment advisory income, partially offset by a decrease in service charges on deposits.~~partnerships. Income from derivative instruments, net ~~of $1.9~~was $1.6 million ~~was recognized in~~lower than the ~~first quarter of 2021 as compared to $746 thousand in the first~~third quarter of 2020. Income from derivative instruments, net is based on the number and value of interest rate swap transactions executed during the quarter combined with the impact of changes in the fair market value of borrower-facing ~~trades, which were positively impacted by the recent increase in longer-term interest rates.~~trades. Net gain on sale of loans held for sale was $797 thousand lower than the third quarter of ~~$1.1 million~~2020, primarily due to lower transaction volume. Sale volume and margin were at historically high levels in the third quarter of 2020, driven by mortgage refinancing activity. No gain or loss was recognized on investment securities in the ~~first~~ quarter ~~of 2021 due to higher loan volume combined with an increase in transaction margins. Investments in limited partnerships of $855 thousand was recognized in the first quarter of 2021 as~~ compared to ~~$213~~a gain of $554 thousand in the ~~first~~third quarter of 2020. ~~Investment~~The increase in insurance income of $507 thousand from the third quarter of 2020 was driven by the two 2021 bolt on acquisitions (North Woods in August and Landmark in February) and growth in the legacy SDN business, including the impact of increasing insurance premiums. The increase in investment advisory income of ~~$2.8 million~~$526 thousand was ~~recognized in the first quarter of 2021~~primarily due to ~~increases~~an increase in assets under management driven by a combination of market gains, new customer accounts and contributions to existing accounts. ~~The Company recognized $1.3 million~~Income from investments in ~~service charges on deposits in~~limited partnerships increased $799 thousand compared to the ~~first~~third quarter of ~~2021 as compared to $1.6~~2020.

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Noninterest expense totaled $29.2 million in the first quarter of 2020. Insufficient fund fees, captured in service charges on deposits, remained lower than historic levels after the first quarter of 2020, potentially due to the positive impact of stimulus programs on consumer account balances.

~~Noninterest expense totaled $26.7 million in the first~~third quarter of 2021, compared ~~to $27.7~~to $28.5 million in the ~~first~~third quarter of 2020. The ~~decrease~~increase in noninterest expense was primarily the result of ~~decreases~~increases in salaries and employee benefits ~~and~~expense, occupancy and equipment ~~partially offset by increases in~~expense and computer and data processing expense, partially offset by decreases in restructuring charges and ~~FDIC assessments. The decrease~~advertising and promotions expense. Salaries and benefits expense increased primarily due to higher incentive compensation and commissions, investments in ~~salaries~~personnel and ~~employee benefits reflects~~the impact of 2021 acquisitions. Occupancy and equipment expense increased primarily as a ~~streamlining~~result of ~~retail~~the purchase of security equipment for multiple locations, timing differences related to the outsourcing of property management services and expenses related to two Five Star Bank branches ~~to better align with shifting customer needs and preferences, including the decision~~opened in ~~2020 to close a total of seven branches.~~Buffalo in June 2021. Computer and data processing expense increased primarily ~~due to costs~~as a result of the Company’s investments in technology, including digital banking initiatives. Restructuring charges in the third quarter of 2020 represents non-recurring real estate related charges related to the ~~Bank’s online~~closure of six bank branches and ~~mobile platform, Five Star Bank Digital Banking, launched~~a staffing reduction. The decrease in advertising and promotions expense was related to the ~~second quarter~~ongoing evolution of ~~2020. FDIC assessments increased primarily as the result of an increase~~our long-term marketing strategy and a temporary reduction in ~~total assets combined with the impact of a $70 thousand credit from 2018 that was utilized in the first quarter of 2020.~~external advertising expense.

The regulatory Common Equity Tier 1 Ratio and Total Risk-Based Capital Ratio were ~~10.26%~~10.24%, and ~~13.58%~~13.25%, respectively, at ~~March 31,~~September 30, 2021. See the “Liquidity and Capital Management” section of this Management’s Discussion and Analysis for further discussion regarding regulatory capital and the Basel III capital rules.

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~~Stock Repurchase Program~~Acquisition of North Woods Capital Benefits

On November 4, 2020, the Company announced a stock repurchase program for up to 801,879 shares of common stock, or approximately 5% of the Company’s outstanding common shares. Shares may be repurchased in open market transactions and pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The repurchase program does not obligate the Company to purchase any shares and it may be extended, modified or discontinued at any time.

~~No shares were repurchased in 2020 under this program. Year-to-date, the Company has repurchased 238,439 shares for an average repurchase price of $24.30 per share, inclusive of transaction costs.~~

~~Insurance Subsidiary Acquisition~~

~~On February 1,~~August 2, 2021, North Woods Capital Benefits LLC (“North Woods”) was acquired by the Company’s insurance subsidiary ~~SDN completed~~SDN. North Woods was a Buffalo-based employee benefits and human resources advisory firm with a mission of helping clients of all sizes navigate the complexities of employee benefits, human resources and compliance to control costs and maximize long-term savings.

The acquisition expands SDN’s employee benefits business and adds important expertise in employee benefits and human resources consulting. William (Bill) Wadsworth, North Woods’ Founder, continues his long-term client relationships in his new role leading SDN’s employee benefits practice. Sarah Kirke, former Director of ~~assets~~Client Service and HR Consulting at North Woods, serves as Employee Benefits Account Manager and HR Consultant at SDN.

Elmira Branch Relocation

Five Star Bank opened its relocated branch in the City of ~~Landmark Group (“Landmark”). A staple~~Elmira on August 2, 2021. The new branch is in a newly-constructed building that is part of the ~~Rochester~~New York State Downtown Revitalization Initiative. Consumers and businesses can access a full spectrum of banking and lending services, insurance and wealth management and investment services at the new branch.

The branch is designed to serve as a financial solution center, with no teller lines and no barriers between bank associates and customers. It features a blend of new technology including Interactive Teller Machines and the comfort of community ~~since 1984, Landmark~~banking with Certified Personal Bankers. Our new design aligns services with shifting customer needs and preferences including rapid advancements in financial technology that enable consumers to bank virtually from anywhere, anytime.

Five Star Bank is committed to the use of green and energy efficient materials in construction. Materials sourced for the Elmira branch received certifications from Cradle to Cradle, Declare, Forest Stewardship Council, Green Square and GreenGuard. Materials with a high percentage of recycled content were used when possible and energy-efficient LED lighting was ~~an independent insurance brokerage firm delivering insurance, surety~~used throughout the interior and risk management solutions across many business sectors including construction, manufacturing, real estate and technology, as well as individual personal insurance. Landmark Founder and Chairman Kelly M. Shea and President Christopher K. Shea remain with SDN to lead Rochester operations and continue their long-term relationship with clients.exterior.

Operational, Accounting and Reporting Impacts Related to the COVID-19 Pandemic

The COVID-19 pandemic has negatively impacted the global economy, including our operating footprint of Western and Central New York. In response to this crisis, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed by Congress and signed into law on March 27, 2020. The CARES Act provided an estimated $2.2 trillion to fight the COVID-19 pandemic and stimulate the economy by supporting individuals and businesses through loans, grants, tax changes, and other types of relief. Some of the provisions applicable to the Company include, but are not limited to:



Paycheck Protection Program - The CARES Act established the Paycheck Protection Program (“PPP”), an expansion of the Small Business Administration’s (“SBA”) 7(a) loan program and the Economic Injury Disaster Loan Program (“EIDL”), administered directly by the SBA. On December 27, 2020, the Consolidated Appropriations Act, 2021 provided approximately $284 billion for PPP loans in an additional round of funding under the program and extended the PPP through March 31, 2021. This additional round of PPP loan funding is authorized for first-time borrowers and for second draws be certain borrowers who have previously received PPP loans. On March 30, 2021, the PPP Extension Act of 2021 was signed into law, which extended the program to May 31, 2021.



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•

~~Paycheck Protection Program~~ - The CARES Act established the Paycheck Protection Program (“PPP”), an expansion of the Small Business Administration’s (“SBA”) 7(a) loan program and the Economic Injury Disaster Loan Program (“EIDL”), administered directly by the SBA. On December 27, 2020, the Consolidated Appropriations Act, 2021 provided approximately $284 billion for PPP loans in an additional round of funding under the program and extended the PPP through March 31, 2021. This additional round of PPP loan funding is authorized for first-time borrowers and for second draws be certain borrowers who have previously received PPP loans. On March 30, 2021, the PPP Extension Act of 2021 was signed into law, which extends the program to May 31, 2021.

•



Nonaccrual Status and Charge-offs - During short-term COVID-19 modifications, these loans generally should not be reported as nonaccrual or as classified.

•

~~Nonaccrual Status and Charge-offs~~ ~~- During short-term COVID-19 modifications, these loans generally should not be reported as nonaccrual or as classified~~.

Effective March 23, 2020 through July 9, 2020, for consumer customers, the Bank waived early CD penalty fees for withdrawals up to $20,000 (limited to one penalty-free withdrawal per CD account); eliminated all insufficient funds (overdrafts) and returned item fees; eliminated all

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Pay by Phone fees; waived all late fees; offered the opportunity for monthly mortgage, home equity loan or home equity line payment relief; offered the opportunity to defer unsecured consumer loans or lines of credit and secured consumer loans and lines of credit payments; and offered unsecured personal loans up to $5,000, up to 60 months at 2.95% APR subject to credit approval. ATM access fees were reinitiated on September 19, 2020.

As part of the first round of PPP loans we have helped more than 1,700 customers obtain more than $270 million in loans as of December 31, 2020. ~~Of those loans, we~~We have helped customers complete the forgiveness process for approximately ~~$87~~$239 million of PPP loans in the first ~~three~~nine months of 2021. Also, during the first ~~three~~nine months of 2021, we have helped customers obtain approximately ~~$96~~$107 million of new PPP loans under the second round of the PPP. Additionally, as of September 30, 2021, approximately 4%2% of our commercial loan and mortgage customers, 1% of our residential real estate loans and lines customers and less than 1% of our indirect loans customers have active payment deferrals in accordance with the previously noted loan modifications under the CARES Act or agencies guidelines.

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

Net interest income is our primary source of revenue, comprising ~~74%~~76% of revenue during the ~~three~~nine months ended ~~March 31,~~September 30, 2021. 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.

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The following table reconciles interest income per the consolidated statements of income to interest income adjusted to a fully taxable equivalent basis (dollars in thousands):


	Three months ended March 31,				Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020		2021		2020
Interest income per consolidated statements of income	$	41,273	$	41,653	$	41,227	$	39,719	$	123,452	$	121,131
Adjustment to fully taxable equivalent basis		184		246		140		201		493		680
Interest income adjusted to a fully taxable equivalent basis		41,457		41,899		41,367		39,920		123,945		121,811
Interest expense per consolidated statements of income		3,416		8,529		2,954		4,220		9,590		18,327
Net interest income on a taxable equivalent basis	$	38,041	$	33,370	$	38,413	$	35,700	$	114,355	$	103,484

Analysis of Net Interest Income for the Three Months Ended ~~March 31,~~September 30, 2021 and 2020

Net interest income on a taxable equivalent basis for the three months ended ~~March 31,~~September 30, 2021, was ~~$38.0~~$38.4 million, an increase of approximately ~~$4.7~~$2.7 million versus the comparable quarter last year of ~~$33.4 million.~~$35.7 million. The increase in net interest income was primarily due to ~~deferred fee amortization of $2.9 million on PPP loans, which included accelerated amortization of fees on PPP loans paid-off through the forgiveness process, and~~ increases in average loans and average investment securities of ~~$417.8~~$110.1 million, or ~~13%~~3%, and ~~$134.7~~$407.6 million, or ~~17%~~53%, respectively, compared to the ~~first~~third quarter of ~~2020.~~2020, and a decrease in interest expense of $1.3 million. The decrease in interest expense was primarily due to a favorable shift in deposit categories, with a lower allocation of time deposits, coupled with a lower interest-bearing cost of funds. Average ~~loans in the first quarter of 2021 included~~ PPP loans, net of deferred fees ~~of $248.5 million.~~were $141.3 million for the three months ended September 30, 2021 compared to $263.0 million for the three months ended September 30, 2020.

Our net interest margin for the ~~first~~third quarter of 2021 was ~~3.29%~~3.07%, ~~two-basis~~15-basis points lower than ~~3.31%~~3.22% for the same period in 2020. This comparable period decrease was a function of a ~~16-basis~~six-basis point lower contribution from net free funds ~~partially offset by~~and a ~~14-basis~~nine-basis point ~~increase~~decrease in the interest rate spread. The ~~higher~~lower interest rate spread was a result of a ~~55-basis~~29-basis point decrease in the yield on average interest-earning assets and a ~~69-basis~~20-basis point decrease in the cost of average interest-bearing liabilities.

For the ~~first~~third quarter of 2021, the yield on average interest earning assets of ~~3.60%~~3.31% was ~~55-basis~~29-basis points lower than the ~~first~~third quarter of 2020 of ~~4.15%~~3.60%. Loan yields decreased ~~47-basis~~six-basis points during the ~~first~~third quarter of 2021 to ~~4.14%~~3.96% from ~~4.61%~~4.02%. The yield on investment securities decreased ~~57-basis~~51-basis points during the ~~first~~third quarter of 2021 to ~~1.91%~~1.72% from ~~2.48%~~2.23%. Overall, a favorable volume variance increased interest income by $3.1 million during the third quarter of 2021, while the earning asset rate changes decreased interest income by ~~$5.7 million during the first quarter of 2021 and a favorable volume variance increased interest income by $5.3~~$1.7 million which collectively drove a ~~$442 thousand decrease~~$1.4 million increase in interest income.

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Average interest-earning assets were ~~$4.67~~$4.97 billion for the ~~first~~third quarter of 2021 compared to ~~$4.05~~$4.41 billion for the ~~first~~third quarter of 2020, an increase of ~~$616.3~~$553.0 million, or ~~15%~~13%, from the comparable quarter last year, with average loans up ~~$417.8~~$110.1 million from ~~$3.21~~$3.52 billion to $3.63 billion and average securities up ~~approximately $134.7~~$407.6 million from ~~$780.0~~$769.7 million to ~~$914.6 million.~~$1.18 billion. The growth in average loans reflected increases in ~~the~~our commercial ~~loans, residential real estate loans~~ and ~~other~~ consumer ~~loans~~indirect loan categories. Commercial loans ~~in particular,~~ were up ~~$411.6~~$42.5 million from ~~$1.67~~$1.99 billion to ~~$2.08~~$2.03 billion, or ~~25%~~2%, from the ~~first~~third quarter of 2020. The average ~~balance~~balances of PPP loans net of deferred fees, ~~was $248.5~~which are included in commercial loans, were $141.3 million and $263.0 million in the ~~first~~third quarter of 2021 and ~~the PPP loans are included in Commercial loans.~~ 2020, respectively. Residential real estate lines and loans were ~~up $24.5~~down $15.5 million, ~~partially offset by a decrease of $15.0~~or 16%, and $1.9 million, ~~in residential real estate lines.~~ or less than 1%, respectively, primarily due to consumer behavior. Consumer indirect loans ~~decreased~~increased by ~~$3.9~~$86.8 million, or 10%, and other consumer loans ~~increased~~decreased by ~~$701 thousand.~~$1.7 million, or 11%. Loans comprised ~~77.8%~~73.1% of average interest-earning assets during the ~~first~~third quarter of 2021 compared to ~~79.3%~~79.8% during the ~~first~~third quarter of 2020. Loans generally have significantly higher yields compared to securities and federal funds sold and ~~interest-bearing~~interest-earning deposits and, as such, have a more positive effect on the net interest margin. The yield on average loans was ~~4.14%~~3.96% for the ~~first~~third quarter of 2021, a decrease of ~~47-basis~~six-basis points compared to ~~4.61%~~4.02% for the comparable quarter in 2020. An increase in the volume of average loans resulted in a ~~$4.5~~$1.4 million increase in interest income, partially offset by a ~~$4.3 million~~$740 thousand decrease due to the unfavorable rate variance. Securities represented ~~19.6%~~23.7% of average interest-earning assets during the ~~first~~third quarter of 2021 compared to ~~19.2%~~17.4% during the ~~first~~third quarter of 2020. The ~~unfavorable rate variance~~increase in investment securities is due to the redeployment of excess liquidity intended to benefit interest income. An increase in the volume of average investment securities resulted in a ~~$1.1~~$1.7 million ~~decrease~~increase in interest income, ~~from investment securities,~~ partially offset by a ~~$674 thousand increase~~$1.0 million decrease due to ~~an increase in~~ the ~~average volume.~~unfavorable rate variance.

The cost of average interest-bearing liabilities of ~~0.40%~~0.32% in the ~~first~~third quarter of 2021 compared to ~~1.09%~~0.52% in the ~~first~~third quarter of 2020, was ~~69-basis~~20-basis points lower and the cost of average interest-bearing deposits decreased ~~69-basis~~22-basis points from ~~0.96%~~0.43% to ~~0.27%~~0.21%. Average short-term borrowings decreased ~~$168.6 thousand~~ from ~~$169.8 thousand~~$57.9 million to ~~$1.2 thousand~~$0 in the ~~first~~third quarter of 2021 compared to the same quarter of 2020. The decrease in average short-term borrowings was a result of the Company’s decision to utilize brokered deposits as a cost-effective alternative to Federal Home Loan Bank borrowings. The cost of long-term borrowings for the ~~first~~third quarter of 2021 decreased ~~44-basis~~56-basis points from ~~6.29%~~6.31% to ~~5.85%~~5.75% compared to the same quarter of 2020. Overall, interest-bearing liability rate and volume ~~decreases~~changes resulted in ~~$5.1~~$1.3 million of lower interest expense.

Average interest-bearing liabilities of ~~$3.45~~$3.65 billion in the ~~first~~third quarter of 2021 were ~~$317.3~~$411.6 million, or ~~10%~~13%, higher than the ~~first~~third quarter of 2020. On average, interest-bearing deposits grew ~~$451.6~~$435.0 million from ~~$2.93~~$3.15 billion to ~~$3.38~~$3.58 billion, and noninterest-bearing demand deposits (a principal component of net free funds) were up ~~$322.8~~$161.2 million from ~~$722.0~~$987.9 million to ~~$1,044.7 million.~~$1.15 billion. The increase in average deposits was primarily due to growth in non-public and public demand deposits and an increase in reciprocal deposit programs. For further discussion of the

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reciprocal deposit 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 a $1.5 million decrease in interest expense during the third quarter of 2021, primarily due to the overall lower interest rate market conditions. Average borrowings decreased $23.4 million from $97.2 million to $73.8 million compared to the third quarter of 2020. Overall, short and long-term borrowing rate and volume changes resulted in $210 thousand of higher interest expense during the third quarter of 2021.

Analysis of Net Interest Income for the Nine Months Ended September 30, 2021 and 2020

Net interest income on a taxable equivalent basis for the nine months ended September 30, 2021, was $114.4 million, an increase of $10.9 million versus the comparable period last year of $103.5 million. The increase in net interest income was due primarily to increases in deferred fee amortization on PPP loans of $3.8 million, which included accelerated amortization of fees on PPP loans paid-off through the forgiveness process, increases in average loans and average investment securities of $259.4 million, or 8%, and $278.5 million, or 36%, respectively, compared to the first nine months of 2020, and a decrease in interest expense of $8.7 million. The decrease in interest expense was primarily due to a favorable shift in deposit categories, with a lower allocation of time deposits, coupled with a lower interest-bearing cost of funds. Average PPP loans, net of deferred fees were $206.9 million for the nine months ended September 30, 2021 compared to $147.0 million for the nine months ended September 30, 2020.

The net interest margin for the first nine months of 2021 was 3.14%, eleven-basis points lower than 3.25% for the same period in 2020. This comparable period decrease was a function of a nine-basis point lower contribution from net free funds, and a two-basis point decrease in interest rate spread. The lower interest rate spread was a result of a 43-basis point decrease in the yield on average interest-earning assets and a 41-basis point decrease in the cost of average interest-bearing liabilities.

For the first nine months of 2021, the yield on average earning assets of 3.40% was 43-basis points lower than the first nine months of 2020 of 3.83%. Loan yields decreased 23-basis points during the first nine months of 2021 to 4.02% from 4.25%. The yield on investment securities decreased 61-basis points during the first nine months of 2021 to 1.79% from 2.40%. Overall, a favorable volume variance increased interest income by $12.1 million during the first nine months of 2021, while the earning asset rate changes decreased interest income by $9.9 million, which collectively drove a $2.1 million increase in interest income.

Average interest-earning assets were $4.87 billion for the first nine months of 2021 compared to $4.25 billion for the first nine months of 2020, an increase of $623.3 million, or 15%, from the comparable period last year, with average loans up $259.4 million from $3.38 billion to $3.64 billion and average securities up $278.5 million from $772.1 million to $1.05 billion. The growth in average loans reflected increases in most loan categories. Commercial loans, in particular, were up $218.1 million from $1.85 billion to $2.07 billion, or 12%, from the first nine months of 2020. The average balances of PPP loans net of deferred fees, which are included in commercial loans, were $206.9 million and $147.0 million in the first nine months of 2021 and 2020, respectively. Residential real estate loans were up $12.2 million, or 2%, partially offset by a decrease of $15.7 million, or 16%, in residential real estate lines. Consumer indirect loans increased by $45.2 million, or 5%, and other consumer loans decreased by $283 thousand, or 2%. Loans represented 74.8% of average interest-earning assets during the first nine months of 2021 compared to 79.7% during the first nine months of 2020. Loans generally have significantly higher yields compared to securities and federal funds sold and interest-earning deposits and, as such, have a more positive effect on the net interest margin. The yield on average loans was 4.02% for the first nine months of 2021, a decrease of 23-basis points compared to 4.25% for first nine months of 2020. An increase in the volume of average loans resulted in an $8.1 million increase in interest income, partially offset by a $6.1 million decrease due to the unfavorable rate variance. Securities represented 21.6% of average interest-earning assets during first nine months of 2021 compared to 18.2% during the first nine months of 2020. The increase in investment securities is due to the redeployment of excess liquidity intended to benefit interest income. An increase in the volume of investment securities resulted in a $3.8 million increase in interest income, partially offset by a $3.6 million decrease due to the unfavorable rate variance.

The cost of average interest-bearing liabilities of 0.36% in the first nine months of 2021 compared to 0.77% in the first nine months of 2020 was 41-basis points lower and the cost of average interest-bearing deposits decreased 42-basis points from 0.66% to 0.24%. Average short-term borrowings decreased $112.1 million from $112.5 million to $388 thousand in the first nine months of 2021 compared to the same period of 2020. The decrease in average short-term borrowings was a result of the Company’s decision to utilize brokered deposits as a cost-effective alternative to Federal Home Loan Bank borrowings. The cost of long-term borrowings for the first nine months of 2021 decreased 55-basis points from 6.30% to 5.75% in the first nine months of 2021 compared to the same period of 2020. Overall, interest-bearing liability rate and volume decreases resulted in $8.7 million of lower interest expense.

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Average interest-bearing liabilities of $3.61 billion in the first nine months of 2021 were $421.1 million, or 13%, higher than the first nine months of 2020. On average, interest-bearing deposits grew $498.7 million from $3.03 billion to $3.53 billion, and noninterest-bearing demand deposits (a principal component of net free funds) were up $221.0 million from $874.5 million to $1.10 billion. The increase in average deposits was primarily due to growth in non-public and public demand deposits and an increase in reciprocal deposit programs. For further discussion of the reciprocal deposit 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 ~~a $4.8~~$8.8 million ~~decrease in~~of lower interest expense during the first ~~quarter~~nine months of ~~2021.~~2021, primarily due to the overall lower interest rate market conditions. Average borrowings decreased ~~$134.3~~$77.6 million from ~~$209.1~~$151.7 million to ~~$74.8~~$74.1 million compared to the first ~~quarter~~nine months of 2020. Overall, short and long-term borrowing rate and volume changes resulted in ~~$329~~$35 thousand of ~~lower~~higher interest expense during the first ~~quarter~~nine months of 2021.

~~- 45 -~~51

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The following tables sets forth certain information relating to the consolidated balance sheets and reflects the average yields earned on interest-earning assets, as well as the average rates paid on interest-bearing liabilities for the periods indicated (in thousands).


	Three months ended March 31,																Three months ended September 30,
	2021								2020								2021								2020
	Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate
Interest-earning assets:
Federal funds sold and interest-earning deposits	$	123,042		$	27		0.09	%	$	59,309		$	211		1.43	%	$	157,229		$	67		0.17	%	$	121,929		$	31		0.10	%
Investment securities ⁽¹⁾:
Taxable		772,360			3,496		1.81			589,182			3,657		2.49			1,068,226			4,392		1.64			614,465			3,330		2.17
Tax-exempt ⁽²⁾		142,209			875		2.46			190,712			1,171		2.45			109,011			666		2.44			155,208			957		2.47
Total investment securities		914,569			4,371		1.91			779,894			4,828		2.48			1,177,237			5,058		1.72			769,673			4,287		2.23
Loans:
Commercial business		798,866			8,413		4.27			570,886			6,514		4.59			700,797			6,321		3.58			808,582			6,792		3.34
Commercial mortgage		1,284,290			12,245		3.87			1,100,660			13,314		4.87			1,331,063			13,004		3.88			1,180,747			12,160		4.10
Residential real estate loans		602,866			5,260		3.49			578,407			5,448		3.77			588,585			4,950		3.36			590,483			5,314		3.60
Residential real estate lines		87,681			745		3.45			102,680			1,183		4.64			79,766			672		3.35			95,288			874		3.65
Consumer indirect		842,873			9,988		4.81			846,800			9,919		4.71			917,402			10,903		4.71			830,647			10,039		4.81
Other consumer		16,167			408		10.23			15,466			482		12.53			14,718			392		10.58			16,445			423		10.23
Total loans		3,632,743			37,059		4.14			3,214,899			36,860		4.61			3,632,331			36,242		3.96			3,522,192			35,602		4.02
Total interest-earning assets		4,670,354			41,457		3.60			4,054,102			41,899		4.15			4,966,797			41,367		3.31			4,413,794			39,920		3.60
Less: Allowance for credit losses		(53,998	)							(40,615	)							(48,202	)							(47,447	)
Other noninterest-earning assets		428,824								362,638								449,459								408,986
Total assets	$	5,045,180							$	4,376,125							$	5,368,054							$	4,775,333
Interest-bearing liabilities:
Deposits:
Interest-bearing demand	$	790,996		$	256		0.13	%	$	667,533			344		0.21	%	$	796,371		$	291		0.15	%	$	704,550			254		0.14	%
Savings and money market		1,724,577			890		0.21			1,143,628			1,581		0.56			1,876,394			798		0.17			1,574,068			1,102		0.28
Time deposits		863,924			1,089		0.51			1,116,736			5,094		1.83			908,351			805		0.35			867,479			2,014		0.92
Total interest-bearing deposits		3,379,497			2,235		0.27			2,927,897			7,019		0.96			3,581,116			1,894		0.21			3,146,097			3,370		0.43
Short-term borrowings		1,178			119		40.97			169,827			892		2.11			—			—		—			57,856			232		1.60
Long-term borrowings		73,636			1,062		5.85			39,279			618		6.29			73,786			1,060		5.75			39,314			618		6.31
Total borrowings		74,814			1,181		6.40			209,106			1,510		2.90			73,786			1,060		5.75			97,170			850		3.50
Total interest-bearing liabilities		3,454,311			3,416		0.40			3,137,003			8,529		1.09			3,654,902			2,954		0.32			3,243,267			4,220		0.52
Noninterest-bearing demand deposits		1,044,733								721,975								1,149,120								987,908
Other noninterest-bearing liabilities		77,501								75,931								68,158								88,882
Shareholders’ equity		468,635								441,216								495,874								455,276
Total liabilities and shareholders’ equity	$	5,045,180							$	4,376,125							$	5,368,054							$	4,775,333
Net interest income (tax-equivalent)				$	38,041							$	33,370							$	38,413							$	35,700
Interest rate spread							3.20	%							3.06	%							2.99	%							3.08	%
Net earning assets	$	1,216,043							$	917,099							$	1,311,895							$	1,170,527
Net interest margin (tax-equivalent)							3.29	%							3.31	%							3.07	%							3.22	%
Ratio of average interest-earning assets to average interest-bearing liabilities							135.20	%							129.23	%							135.89	%							136.09	%

⁽¹⁾	~~Investment securities are shown at amortized cost.~~

⁽²⁾	~~The interest on tax-exempt securities is calculated on a tax-equivalent basis assuming a Federal income tax rate of 21%.~~

(1) Investment securities are shown at amortized cost.

~~- 46 -~~(2) The interest on tax-exempt securities is calculated on a tax-equivalent basis assuming a Federal income tax rate of 21%.

Nine months ended
September 30,

2021

2020

Average
Balance

Interest

Average
Rate

Average
Balance

Interest

Average
Rate

Interest-earning assets:

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Federal funds sold and interest-earning deposits	$	176,653		$	155	0.12	%	$	91,263		$	266	0.39	%
Investment securities (1):
Taxable		923,162			11,751	1.70			596,604			10,649	2.38
Tax-exempt (2)		127,368			2,345	2.45			175,455			3,237	2.46
Total investment securities		1,050,530			14,096	1.79			772,059			13,886	2.40
Loans:							��
Commercial business		763,332			21,740	3.81			712,703			19,843	3.72
Commercial mortgage		1,306,001			38,163	3.91			1,138,568			37,659	4.42
Residential real estate loans		595,740			15,298	3.42			583,540			16,095	3.68
Residential real estate lines		83,429			2,128	3.41			99,156			2,979	4.01
Consumer indirect		879,993			31,173	4.74			834,810			29,757	4.76
Other consumer		15,408			1,192	10.35			15,691			1,326	11.29
Total loans		3,643,903			109,694	4.02			3,384,468			107,659	4.25
Total interest-earning assets		4,871,086			123,945	3.40			4,247,790			121,811	3.83
Less: Allowance for loan losses		(51,395	)						(44,228	)
Other noninterest-earning assets		432,818							389,047
Total assets	$	5,252,509						$	4,592,609
Interest-bearing liabilities:
Deposits:
Interest-bearing demand	$	810,086		$	848	0.14	%	$	694,830		$	840	0.16	%
Savings and money market		1,819,766			2,550	0.19			1,349,931			3,724	0.37
Time deposits		902,883			2,896	0.43			989,236			10,502	1.42
Total interest-bearing deposits		3,532,735			6,294	0.24			3,033,997			15,066	0.66
Short-term borrowings		388			119	41.07			112,451			1,408	1.67
Long-term borrowings		73,711			3,177	5.75			39,297			1,853	6.30
Total borrowings		74,099			3,296	5.93			151,748			3,261	2.87
Total interest-bearing liabilities		3,606,834			9,590	0.36			3,185,745			18,327	0.77
Noninterest-bearing demand deposits		1,095,497							874,456
Other noninterest-bearing liabilities		69,847							85,069
Shareholders’ equity		480,331							447,339
Total liabilities and shareholders’ equity	$	5,252,509						$	4,592,609
Net interest income (tax-equivalent)				$	114,355						$	103,484
Interest rate spread						3.04	%						3.06	%
Net earning assets	$	1,264,252						$	1,062,045
Net interest margin (tax-equivalent)						3.14	%						3.25	%
Ratio of average interest-earning assets to average interest-bearing liabilities						135.05	%						133.34	%

(1) Investment securities are shown at amortized cost.

(2) The interest on tax-exempt securities is calculated on a tax-equivalent basis assuming a Federal income tax rate of 21%.

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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 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):


	Three months ended March 31, 2021 vs. 2020									Three months ended September 30, 2021 vs. 2020									Nine months ended September 30, 2021 vs. 2020
Increase (decrease) in:	Volume			Rate			Total			Volume			Rate			Total			Volume			Rate			Total
Interest income:
Federal funds sold and interest-earning deposits	$	113		$	(297	)	$	(184	)	$	11		$	25		$	36		$	149		$	(260	)	$	(111	)
Investment securities:
Taxable		972			(1,133	)		(161	)		2,012			(950	)		1,062			4,732			(3,630	)		1,102
Tax-exempt		(298	)		2			(296	)		(282	)		(9	)		(291	)		(885	)		(7	)		(892	)
Total investment securities		674			(1,131	)		(457	)		1,730			(959	)		771			3,847			(3,637	)		210
Loans:
Commercial business		2,433			(534	)		1,899			(948	)		477			(471	)		1,434			463			1,897
Commercial mortgage		2,014			(3,083	)		(1,069	)		1,492			(648	)		844			5,178			(4,674	)		504
Residential real estate loans		224			(412	)		(188	)		(17	)		(347	)		(364	)		331			(1,128	)		(797	)
Residential real estate lines		(157	)		(281	)		(438	)		(135	)		(67	)		(202	)		(436	)		(415	)		(851	)
Consumer indirect		(46	)		115			69			1,033			(169	)		864			1,602			(186	)		1,416
Other consumer		21			(95	)		(74	)		(45	)		14			(31	)		(24	)		(110	)		(134	)
Total loans		4,489			(4,290	)		199			1,380			(740	)		640			8,085			(6,050	)		2,035
Total interest income		5,276			(5,718	)		(442	)		3,121			(1,674	)		1,447			12,081			(9,947	)		2,134
Interest expense:
Deposits:
Interest-bearing demand		56			(144	)		(88	)		34			3			37			129			(121	)		8
Savings and money market		578			(1,269	)		(691	)		185			(489	)		(304	)		1,032			(2,206	)		(1,174	)
Time deposits		(954	)		(3,051	)		(4,005	)		91			(1,300	)		(1,209	)		(846	)		(6,760	)		(7,606	)
Total interest-bearing deposits		(320	)		(4,464	)		(4,784	)		310			(1,786	)		(1,476	)		315			(9,087	)		(8,772	)
Short-term borrowings		(1,720	)		947			(773	)		(116	)		(116	)		(232	)		(2,744	)		1,455			(1,289	)
Long-term borrowings		500			(56	)		444			499			(57	)		442			1,495			(171	)		1,324
Total borrowings		(1,220	)		891			(329	)		383			(173	)		210			(1,249	)		1,284			35
Total interest expense		(1,540	)		(3,573	)		(5,113	)		693			(1,959	)		(1,266	)		(934	)		(7,803	)		(8,737	)
Net interest income	$	6,816		$	(2,145	)	$	4,671		$	2,428		$	285		$	2,713		$	13,015		$	(2,144	)	$	10,871

Provision for Credit Losses

The provision for credit losses for the three and nine months ended ~~March 31,~~September 30, 2021 ~~was a benefit~~were benefits of ~~$2.0~~$541 thousand and $7.1 million, respectively, compared to ~~a provision~~provisions of ~~$13.9~~$4.0 million and $21.7 million for the corresponding ~~period~~periods in 2020. The ~~benefit~~benefits in the third quarter and first ~~quarter~~nine months of 2021 ~~was~~were due to continued improvement in the national unemployment forecast, the designated loss driver for our ~~CECL~~current expected credit loss (“CECL”) model, ~~and~~ positive trends in qualitative factors and a relatively low level of net charge-offs, resulting in ~~a release~~releases of credit loss reserves. The ~~provision~~provisions in the third quarter and first ~~quarter~~nine months of 2020 ~~was~~were driven by the adoption of the CECL standard and the impact of the COVID-19 pandemic on the economic environment. The provision for credit losses - loans varies based primarily on forecasted unemployment rates, loan growth, net charge-offs, collateral values associated with collateral dependent loans and qualitative factors.

See the “Allowance for Credit Losses - Loans” and “Non-Performing Assets and Potential Problem Loans” sections of this Management’s Discussion and Analysis for further discussion.

~~- 47 -~~54

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Noninterest Income

The following table details the major categories of noninterest income for the periods presented (in thousands):


	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020			2021		2020
Service charges on deposits	$	1,292		$	1,587		$	1,502		$	1,254		$	4,081	$	3,321
Insurance income		1,396			1,349			1,864			1,357			4,407		3,525
Card interchange income		1,958			1,602			2,118			1,943			6,270		5,321
Investment advisory		2,772			2,246			2,969			2,443			8,627		6,940
Company owned life insurance		657			465			776			470			2,126		1,397
Investments in limited partnerships		855			213			694			(105	)		1,787		(136	)
Loan servicing		97			7			105			49			293		106
Income from derivative instruments, net		1,875			746			377			1,931			1,660		4,617
Net gain on sale of loans held for sale		1,078			252			600			1,397			2,468		2,261
Net gain (loss) on investment securities		74			221
Net gain on investment securities								—			554			71		1,449
Net gain (loss) on other assets		(5	)		64			138			(55	)		286		8
Net loss on tax credit investments		(85	)		(40	)
Net (loss) gain on tax credit investments								(129	)		(40	)		62		(120	)
Other		995			1,198			1,069			1,019			3,094		3,151
Total noninterest income	$	12,959		$	9,910		$	12,083		$	12,217		$	35,232	$	31,840

Service charges on deposits ~~decreased $295~~increased $248 thousand, or ~~19%~~20%, to $1.5 million for the third quarter of 2021 compared to $1.3 million for the third quarter of 2020. For the first nine months of 2021, insurance income increased $760 thousand, or 23%, to $4.1 million compared to $3.3 million for the first nine months of 2020. The increases were primarily the result of our COVID-19 relief initiatives implemented between March 23, 2020 to July 9, 2020, including temporarily waiving or eliminating fees. In addition, insufficient fund fees in the remainder of the third quarter of 2020 were lower than historic levels.

Insurance income increased $507 thousand, or 37%, to $1.9 million for the third quarter of 2021 compared to ~~$1.6~~$1.4 million for the third quarter of 2020. For the first nine months of 2021, insurance income increased $882 thousand, or 25%, to $4.4 million compared to $3.5 million for the first ~~quarter~~nine months of ~~2020.~~2020. The ~~decrease was primarily due to decreased insufficient fund fees in the first quarter of 2021, potentially due to the positive impact of stimulus programs on consumer account balances.~~

~~Card interchange income increased $356 thousand to $2.0 million for the first quarter of 2021, compared to $1.6 million for the first quarter of 2020. The increase was~~increases were primarily due to the 2021 acquisitions of Landmark in February and North Woods in August as well as growth in the legacy SDN business, including the impact of ~~the COVID-19 pandemic on customer behavior in the last half of March 2020.~~increasing insurance premiums.

Investment advisory income increased $526 thousand, or 22%, to ~~$2.8~~$3.0 million for the ~~first~~third quarter of 2021, compared to ~~$2.2~~$2.4 million for the third quarter of 2020. For the first nine months of 2021, investment advisory income increased $1.7 million, or 24%, to $8.6 million compared to $6.9 million for the first ~~quarter~~nine months of 2020. The ~~increase was~~increases were primarily the result ofof an increase in assets under management driven by a combination of market gains, new customer accounts and contributions to existing accounts in ~~2021.~~2021.

Company owned life insurance income increased $306 thousand, or 65%, to $776 thousand for the third quarter of 2021 compared to $470 thousand for the third quarter of 2020. For the first nine months of 2021, company owned life insurance income increased $729 thousand, or 52%, to $2.1 million compared to $1.4 million for the first nine months of 2020. We made additional investments in company-owned life insurance of $20.0 million in the third quarter of 2021 and $30.0 million in the fourth quarter of 2020 to take advantage of attractive tax-equivalent yields and partially offset employee benefit expenses.

Income (loss) from investments in limited partnerships increased ~~$642~~$799 thousand, to ~~$855~~income of $694 thousand for the ~~first~~third quarter of 2021 compared to ~~$213~~a loss of $105 thousand for the third quarter of 2020. For the first nine months of 2021, income (loss) from investments in limited partnerships increased $1.9 million, to income of $1.8 million compared to a loss of $136 thousand for the first ~~quarter~~nine months of 2020. We have 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 fluctuates based on the maturity and performance of the underlying investments.

Income from derivative instruments, net ~~increased $1.1~~decreased $1.6 million, or 80%, to $377 thousand for the third quarter of 2021 compared to $1.9 million for the ~~first~~third quarter of 2020. For the first nine months of 2021, income from derivative instruments, net decreased $3.0 million, or 64%, to $1.7 million compared to ~~$746 thousand~~$4.6 million for the first ~~quarter~~nine months of 2020. Income from derivative instruments, net is based on the number and value of interest rate swap transactions executed during the quarter combined with the impact of changes in the fair market value of borrower-facing ~~trades, which were positively impacted by the recent increase in longer-term interest rates.~~trades.

Net gain on sale of loans held for sale ~~was $1.1 million~~decreased $797 thousand, or 57%, to $600 thousand for the ~~first~~third quarter of 2021 compared to ~~$252 thousand~~$1.4 million for the ~~first~~third quarter of 2020. The ~~increase~~decrease was ~~primarily~~ due to a lower transaction volumes in third quarter of 2021. Transaction volume and margin were at historically high levels in the third quarter of 2020, driven by mortgage refinancing activity. For the first nine months of 2021, net gain on sale of loans held for sale increased ~~volume combined with an increase in transaction margins.~~$207 thousand, or 9%, to $2.5 million compared to $2.3 million for the first nine months of 2020.

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~~MANAGEMENT’S~~MANAGEMENT'S DISCUSSION AND ANALYSIS

Noninterest Expense

The following table details the major categories of noninterest expense for the periods presented (in thousands):


	Three months ended March 31,				Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020		2021		2020
Salaries and employee benefits	$	14,465	$	15,014	$	15,798	$	15,085	$	44,782	$	45,173
Occupancy and equipment		3,382		3,756		3,834		3,263		10,502		10,407
Professional services		1,895		2,152		1,600		1,242		5,098		4,974
Computer and data processing		3,121		2,673		3,579		3,250		10,160		8,622
Supplies and postage		484		553		447		463		1,361		1,533
FDIC assessments		765		372		697		594		1,942		1,505
Advertising and promotions		324		555		474		955		1,234		2,055
Amortization of intangibles		271		294		264		280		801		861
Restructuring charges						-		1,362		-		1,362
Other		2,033		2,301		2,476		1,981		6,973		6,228
Total noninterest expense	$	26,740	$	27,670	$	29,169	$	28,475	$	82,853	$	82,720

Salaries and employee benefits expense increased by $713 thousand, or 5%, to $15.8 million for the third quarter of 2021 compared to $15.1 million for the third quarter of 2020. The increase was primarily due to higher incentive compensation and commissions, coupled with investments in experienced personnel to support strategic initiatives including digital banking, retail community banking expansion, customer experience and technology. For the first nine months of 2021, salaries and employee benefits expense decreased by ~~$549~~$391 thousand, or 4%1%, to ~~$14.5~~$44.8 compared to $45.2 million for the first ~~quarter of 2021, compared to $15.0 million for the first quarter~~nine months of 2020. ~~The~~The decrease ~~in the first three months of 2021~~ reflects a streamlining of retail branches to better align with shifting customer needs and preferences, including the closure of seven branches ~~since~~in the second half of 2020, partially offset by an increase in expense in the ~~first~~third quarter of ~~2020.~~2021.

~~Professional services~~Occupancy and equipment expense ~~decreased $257~~increased $571 thousand, or ~~12%~~17%, to ~~$1.9~~$3.8 million for the ~~first~~third quarter of 2021 compared to ~~$2.2~~$3.3 million for the ~~first~~third quarter of 2020. The ~~decrease~~increase was primarily the result of the purchase of security equipment for multiple locations, timing of maintenance services related to the outsourcing of property management services in the current year and expenses related to two Five Star Bank branches opened in Buffalo in June 2021.

Professional services expense increased $358 thousand, or 29%, to $1.6 million for the third quarter of 2021 compared to $1.2 million for the third quarter of 2020. The increase was primarily due to the timing ~~and level~~ of ~~audit fees and fees for~~ consulting and advisory projects including ~~our~~financial technology and improvement initiatives. ~~Expenses related to improvement initiatives totaled $180 thousand for the first quarter of 2021 and $599 thousand for the first quarter of 2020.~~

Computer and data processing expense increased ~~$448~~$329 thousand, or ~~17%~~10%, to ~~$3.1~~$3.6 million for the ~~first~~third quarter of 2021 compared to ~~$2.7~~$3.3 million for the ~~first~~third quarter of 2020. ~~The increase in~~For the first nine months of 2021, computer and data processing expense ~~was~~increased $1.5 million, or 18%, to $10.2 million compared to $8.6 million for the first nine months of 2020. The increases were primarily due to investments in technology, ~~and reflects~~including costs related to the Bank’s ~~new online~~ongoing digital banking initiatives.

Advertising and ~~mobile platform, Five Star Bank Digital Banking, launched~~promotions expense decreased $481 thousand, or 50%, to $474 thousand for the third quarter of 2021 compared to $1.0 million for the third quarter of 2020. For the first nine months of 2021, advertising and promotions expense decreased $821 thousand, or 40%, to $1.2 million compared to $2.1 million for the first nine months of 2020. The decreases were related to the ongoing evolution of our long-term marketing strategy and a temporary reduction in external advertising expense.

Restructuring charges of $1.4 million for the third quarter of 2020 represents non-recurring real estate related charges related to the closure of bank branches and a staffing reduction.

Other expense increased $495 thousand, or 25%, to $2.5 million for the third quarter of 2021 compared to $2.0 million for the third quarter of 2020. For the first nine months of 2021, other expense increased $745 thousand, or 12%, to $7.0 million compared to $6.2 million for the first nine months of 2020. The increases were primarily due to lower education, travel and business development expenses as a result of the stay-at home orders implemented in the second quarter of ~~2020.~~

~~FDIC assessments increased $393 thousand~~2020 in response to ~~$765 thousand for~~ the ~~first~~COVID-19 pandemic and the timing of charitable contributions in the third quarter of ~~2021, compared to $372 thousand for the first quarter~~2021.

Table of 2020. The increase as compared to the first quarter of 2020 was the result of an increase in total assets combined with the impact of a $70 thousand credit from 2018 that was utilized in the first quarter of 2020.Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS

Our efficiency ratio for the first ~~quarter~~nine months of 2021 was ~~52.51%~~55.41% compared with ~~64.26%~~61.79% for the first ~~quarter~~nine months of 2020. The lower efficiency ratio was primarily the ~~result~~result of an increase in net interest income, associated with ~~an increase~~increases in average interest-earning assets and deferred fee amortization on PPP loans and a decrease in interest expense as well as an increase in noninterest income compared to the prior year ~~quarter.~~period. 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

For the ~~three~~nine months ended ~~March 31,~~September 30, 2021, we recorded income tax expense of ~~$5.3~~$15.3 million, versus ~~$322 thousand~~$5.7 million for the same period in the prior year. In the first ~~quarter~~nine months of 2021, ~~and 2020, the Company~~we recognized tax credit investments resulting in a reduction in income tax expense of ~~$244~~$1.2 million, and a net gain recorded in noninterest income of $62 thousand. In the first nine months of 2020, we recognized tax credit investments resulting in a reduction in income tax expense of $606 thousand, ~~and $197 thousand, respectively,~~ and a net loss recorded in noninterest income of ~~$85 thousand~~$120 thousand. For the third quarter of 2021, we recorded income tax expense of $4.6 million, versus $2.9 million for the same period in the prior year, primarily driven by our higher pre-tax earnings.

During the three months ended June 30, 2021, New York State enacted legislation that temporarily increases the corporate tax rate from 6.5% to 7.25% for taxable years beginning in 2021 through 2023 for taxpayers with New York State income over $5.0 million. This rate change did not result in a material impact to our tax provision for the three and ~~$40 thousand, respectively.~~nine months ended September 30, 2021.

Our effective tax rates for the first ~~three~~nine months of 2021 and 2020 were ~~20.5%~~20.8% and ~~22.2%~~18.9%, respectively. Our effective tax rates for the third quarter of 2021 and 2020 were 21.0% and 19.3%, respectively. The increase in effective tax rates is the result of higher pre-tax earnings in comparison to the prior year. 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, earnings on Company owned life insurance and the impact of tax credit investments. In addition, our effective tax rate for 2021 and 2020 reflects the New York State tax benefit generated by our real estate investment trust.

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~~MANAGEMENT’S DISCUSSION AND ANALYSIS~~

ANALYSIS OF FINANCIAL CONDITION

INVESTING ACTIVITIES

Investment Securities

The following table summarizes the composition of our investment securities portfolio as of the dates indicated (in thousands):


	Investment Securities Portfolio Composition										Investment Securities Portfolio Composition
	March 31, 2021					December 31, 2020					September 30, 2021					December 31, 2020
	Amortized			Fair		Amortized			Fair		Amortized			Fair		Amortized			Fair
	Cost			Value		Cost			Value		Cost			Value		Cost			Value
Securities available for sale:
U.S. Government agency and government-sponsored enterprise securities	$	16,244		$	16,533	$	6,239		$	6,635	$	6,253		$	6,531	$	6,239		$	6,635
Mortgage-backed securities:
Agency mortgage-backed securities		736,287			736,525		601,426			620,989		1,092,723			1,090,999		601,426			620,989
Non-Agency mortgage-backed securities		—			431		—			435		—			420		—			435
Total available for sale securities		752,531			753,489		607,665			628,059		1,098,976			1,097,950		607,665			628,059
Securities held to maturity:
State and political subdivisions		139,264			143,031		144,506			148,984		116,812			119,513		144,506			148,984
Mortgage-backed securities		116,870			121,298		127,467			133,051		101,328			104,651		127,467			133,051
Total held to maturity securities		256,134			264,329		271,973			282,035		218,140			224,164		271,973			282,035
Allowance for credit losses - securities		(7	)				(7	)				(5	)				(7	)
Total held to maturity securities, net		256,127					271,966					218,135					271,966
Total investment securities	$	1,008,658		$	1,017,818	$	879,631		$	910,094	$	1,317,111		$	1,322,114	$	879,631		$	910,094

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MANAGEMENT'S DISCUSSION AND ANALYSIS

The available for sale (“AFS”) investment securities portfolio increased ~~$125.4~~$469.9 million from $628.1 million at December 31, 2020 to ~~$753.5 million~~$1.10 billion at ~~March 31,~~September 30, 2021. The increase from year-end 2020 was ~~primarily~~primarily due to the deployment of excess liquidity into cash flowing agency backed securities. The AFS portfolio had a net unrealized ~~gains~~loss of ~~$958 thousand~~$1.0 million at September 30, 2021 and a net unrealized gain of $20.4 million at ~~March 31, 2021 and~~ December 31, 2020, respectively. The fair value of most of the investment securities in the AFS portfolio fluctuates as market interest rates change.

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 ~~March 31,~~September 30, 2021. 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).


	Due in one year or less					Due from one to five years					Due after five years through ten years					Due after ten years					Total					Due in one year or less					Due from one to five years					Due after five years through ten years					Due after ten years					Total
	Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield
Available for sale debt securities:
U.S. Government agencies and government-sponsored enterprises	$	—		—	%	$	6,244		2.42	%	$	—		—	%	$	10,000		—	%	$	16,244		2.42	%	$	—		—	%	$	6,253		2.42	%	$	—		—	%	$	—		—	%	$	6,253		2.42	%
Mortgage-backed securities		4,887		2.23			51,218		2.54			148,739		2.07			531,443		1.48			736,287		1.68			4,863		2.03			56,549		2.42			175,663		1.91			855,648		1.49			1,092,723		1.61
		4,887		—			57,462		2.53			148,739		2.07			541,443		1.48			752,531		1.68			4,863		2.03			62,802		2.42			175,663		1.91			855,648		1.49			1,098,976		1.62
Held to maturity debt securities:
State and political subdivisions		46,389		2.22			90,591		1.91			2,284		1.99			—		—			139,264		2.01			36,191		2.04			70,429		1.89			5,005		1.62			5,187		1.92			116,812		1.93
Mortgage-backed securities		—		—			2,312		2.29			17,968		2.11			96,590		2.36			116,870		2.32			—		—			2,278		2.28			15,843		2.23			83,207		2.45			101,328		2.41
		46,389		2.22			92,903		1.92			20,252		2.09			96,590		2.36			256,134		2.16			36,191		2.04			72,707		1.90			20,848		2.23			88,394		2.45			218,140		2.17
Total investment securities	$	51,276		2.22	%	$	150,365		2.15	%	$	168,991		2.07	%	$	638,033		1.62	%	$	1,008,665		1.80	%	$	41,054		2.04	%	$	135,509		2.14	%	$	196,511		1.93	%	$	944,042		1.58	%	$	1,317,116		1.71	%

Impairment Assessment

For AFS securities in an unrealized loss position, we first assess whether (i) we intend to sell, or (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either case is affirmative, any previously recognized allowances are charged-off and the security's amortized cost is written down to fair value through income. If neither case is affirmative, the security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash

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~~MANAGEMENT’S DISCUSSION AND ANALYSIS~~

flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Adjustments to the allowance are reported in our income statement as a component of credit loss expense. AFS securities are charged-off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible by management or when either of the aforementioned criteria regarding intent or requirement to sell is met. For the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020 no allowance for credit losses has been recognized on AFS securities in an unrealized loss position as management does not believe any of the securities are impaired due to reasons of credit quality.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

LENDING ACTIVITIES

The following table summarizes the composition of our loan portfolio, excluding loans held for sale and including net unearned income and net deferred fees and costs, as of the dates indicated (in thousands).


	Loan Portfolio Composition										Loan Portfolio Composition
	March 31, 2021					December 31, 2020					September 30, 2021					December 31, 2020
	Amount		% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total
Commercial business	$	816,936		22.4	%	$	794,148		22.1	%	$	686,191		18.8	%	$	794,148		22.1	%
Commercial mortgage		1,276,841		34.9			1,253,901		34.9			1,348,550		36.9			1,253,901		34.9
Total commercial		2,093,777		57.3			2,048,049		57.0			2,034,741		55.7			2,048,049		57.0
Residential real estate loans		601,609		16.5			599,800		16.7			584,091		16.0			599,800		16.7
Residential real estate lines		85,362		2.3			89,805		2.5			79,196		2.2			89,805		2.5
Consumer indirect		857,804		23.5			840,421		23.4			940,537		25.7			840,421		23.4
Other consumer		15,834		0.4			17,063		0.4			15,334		0.4			17,063		0.4
Total consumer		1,560,609		42.7			1,547,089		43.0			1,619,158		44.3			1,547,089		43.0
Total loans		3,654,386		100.0	%		3,595,138		100.0	%		3,653,899		100.0	%		3,595,138		100.0	%
Less: Allowance for credit losses – loans		49,828					52,420
Less: Allowance for credit losses - loans												45,444					52,420
Total loans, net	$	3,604,558				$	3,542,718				$	3,608,455				$	3,542,718

Total loans increased ~~$59.2~~$58.8 million to $3.65 billion at ~~March 31,~~September 30, 2021 from $3.60 billion at December 31, 2020. The increase in loans was primarily attributable to our organic growth initiatives.

Commercial loans ~~increased $45.7~~decreased $13.3 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and represented ~~57.3%~~55.7% of total loans as of ~~March 31,~~September 30, 2021. The decrease was due to a decrease of $131.3 million in PPP loans, net of deferred fees, from $248.0 million at December 31, 2020 to $116.7 million at September 30, 2021. The decrease in commercial loans was partially offset by an increase ~~was~~in commercial mortgage loans and commercial business loans, excluding PPP loans, of $94.7 million and $23.3 million, respectively, primarily as a result of our continued commercial business development efforts. ~~PPP loans, net of deferred fees were $255.6 million and $248.0 million at March 31, 2021 and December 31, 2020, respectively, and are included in our commercial business loans.~~

The consumer indirect portfolio totaled ~~$857.8~~$940.5 million and represented ~~23.5%~~25.7% of total loans as of ~~March 31,~~September 30, 2021. During the first ~~three~~nine months of 2021, we originated ~~$98.9~~$376.6 million in indirect auto loans with a mix of approximately ~~28%~~26% new auto and ~~72%~~74% used auto. During the first ~~three~~nine months of 2020, we originated ~~$80.3~~$135.6 million in indirect auto loans with a mix of approximately ~~31%~~30% new auto and ~~69%~~70% used auto. Our origination volumes and mix of new and used vehicles financed fluctuate depending on general market conditions. Growth in the consumer indirect portfolio in the current year has been the result of pent-up consumer demand for automobiles with the Company well-positioned to take advantage of the market opportunity given our deep history and experience in this line of business.

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 ~~$5.7~~$5.9 million and $4.3 million as of ~~March 31,~~September 30, 2021 and December 31, 2020, 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 ~~$246.6~~$265.2 million and $241.7 million as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively.

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~~MANAGEMENT’S~~MANAGEMENT'S DISCUSSION AND ANALYSIS

Allowance for Credit Losses - Loans

The following table summarizes the activity in the allowance for credit losses - loans for the periods indicated (in thousands).


	Loan Loss Analysis						Loan Loss Analysis
	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020			2021			2020
Allowance for credit losses - loans, beginning of period, prior to adoption of ASC 326				$	30,482											$	30,482
Impact of adopting ASC 326					9,594												9,594
Allowance for credit losses - loans, beginning of period, after adoption of ASC 326	$	52,420			40,076		$	46,365		$	46,316		$	52,420			40,076
Charge-offs:
Commercial business		86			8,241			218			15			396			8,281
Commercial mortgage		203			—			—			640			203			1,712
Residential real estate loans		11			98			36			—			103			100
Residential real estate lines		70			—			60			—			130			—
Consumer indirect		2,413			3,424			1,395			1,388			4,965			7,366
Other consumer		81			269			250			160			755			499
Total charge-offs		2,864			12,032			1,959			2,203			6,552			17,958
Recoveries:
Commercial business		238			58			168			103			785			1,644
Commercial mortgage		—			—			—			37			7			37
Residential real estate loans		5			10			15			7			79			25
Residential real estate lines		—			3			—			—			—			3
Consumer indirect		1,670			1,668			1,130			1,503			4,383			4,550
Other consumer		64			150			59			65			218			282
Total recoveries		1,977			1,889			1,372			1,715			5,472			6,541
Net charge-offs		887			10,143			587			488			1,080			11,417
Provision (benefit) for credit losses - loans		(1,705	)		13,423			(334	)		3,567			(5,896	)		20,736
Allowance for credit losses - loans, end of period	$	49,828		$	43,356		$	45,444		$	49,395		$	45,444		$	49,395

Net loan charge-offs to average loans (annualized)		0.10	%		1.27	%		0.06	%		0.06	%		0.04	%		0.45	%
Allowance for credit losses - loans to total loans		1.36	%		1.34	%		1.24	%		1.38	%		1.24	%		1.38	%
Allowance for credit losses - loans to non-performing loans		514	%		350	%		681	%		453	%		681	%		453	%

The Company adopted CECL effective January 1, 2020, which resulted in an increase to the allowance for credit losses - loans of $9.6 million and established a reserve for unfunded commitments of $2.1 million, for a total pre-tax cumulative effect adjustment of $11.7 million.

The allowance for credit losses for Pooled Loans estimate is based upon periodic review of the collectability of the loans quantitatively correlating historical loan experience with reasonable and supportable forecasts using forward looking information. Adjustments to the quantitative evaluation may be made for differences in current or expected qualitative risk characteristics such as changes in: underwriting standards, delinquency level, regulatory environment, economic condition, Company management and the status of portfolio administration including the Company’s Loan Review function. The Company establishes a specific reserve for individually evaluated loans which do not share similar risk characteristics with the loans included in the forecasted allowance for credit losses. These individually evaluated loans are removed from the pooling approach discussed above for the forecasted allowance for credit losses, and include nonaccrual loans, troubled debt restructurings (“TDRs”), and other loans deemed appropriate by management,. collectively referred to as collateral dependent loans. See Note 6, Loans, of the notes to consolidated financial statements for further details on collateral dependent loans.

Assessing the adequacy of the allowance for credit losses - loans 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.

The adequacy of the allowance for credit losses - loans is subject to ongoing management review. While management evaluates currently available information in establishing the allowance for credit losses - loans, 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

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examination process, periodically review a financial institution’s allowance for credit losses - loans. Such agencies may require the financial institution to increase the allowance based on their judgments about information available to them at the time of their examination.

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~~MANAGEMENT’S DISCUSSION AND ANALYSIS~~

Net charge-offs of ~~$887~~$587 thousand in the ~~first~~third quarter of 2021 represented ~~0.10%~~0.06% of average loans on an annualized basis compared to ~~$10.1 million,~~net charge-offs of $488 thousand, or ~~1.27%~~0.06%, in the ~~first~~third quarter of 2020. For the nine months ended September 30, 2021, net charge-offs of $1.0 million represented 0.04% of average loans, compared to $11.4 million or 0.45% of average loans for the same period in 2020. The decrease in net charge-offs in the ~~three~~nine months ended ~~March 31,~~September 30, 2021 was primarily due to an $8.2 million partial charge-off of an $11.9 million commercial loan downgraded in the first quarter of 2020. The borrower’s business was related to the hospitality industry and the downgrade and charge-off were precipitated by the impact of the COVID-19 pandemic. The allowance for credit losses - loans was ~~$49.8~~$45.4 million at ~~March 31,~~September 30, 2021, compared with $52.4 million at December 31, 2020. The ratio of the allowance for credit losses ~~-loans~~- loans to total loans was ~~1.36%~~1.24% and 1.46% at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. The ratio of allowance for credit losses - loans to non-performing loans was ~~514%~~681% at ~~March 31,~~September 30, 2021, compared with 551% at December 31, 2020.

Non-Performing Assets and Potential Problem Loans

The table below summarizes our non-performing assets at the dates indicated (in thousands).


	Non-Performing Assets						Non-Performing Assets
	March 31, 2021			December 31, 2020			September 30, 2021			December 31, 2020
Nonaccrual loans:
Commercial business	$	1,742		$	1,975		$	1,046		$	1,975
Commercial mortgage		3,402			2,906			874			2,906
Residential real estate loans		2,519			2,587			2,457			2,587
Residential real estate lines		256			323			192			323
Consumer indirect		1,482			1,495			2,104			1,495
Other consumer		3			—			2			—
Total nonaccrual loans		9,404			9,286			6,675			9,286
Accruing loans 90 days or more delinquent		284			231			1			231
Total non-performing loans		9,688			9,517			6,676			9,517
Foreclosed assets		2,966			2,966			-			2,966
Total non-performing assets	$	12,654		$	12,483		$	6,676		$	12,483
Non-performing loans to total loans		0.27	%		0.26	%		0.18	%		0.26	%
Non-performing assets to total assets		0.24	%		0.25	%		0.12	%		0.25	%

Non-performing assets include non-performing loans and foreclosed assets. Non-performing assets at ~~March 31,~~September 30, 2021 were ~~$12.7~~$6.7 million, ~~an increase~~a decrease of ~~$171 thousand~~$5.8 million from the $12.5 million balance at December 31, 2020. The primary component of non-performing assets is non-performing loans, which were ~~$9.7~~$6.7 million or ~~0.27%~~0.12% of total loans at ~~March 31,~~September 30, 2021, compared with $9.5 million or 0.26% of total loans at December 31, 2020.

Approximately ~~$2.6~~$2.2 million, or ~~27%~~33%, of the ~~$9.7~~$6.7 million in non-performing loans as of ~~March 31,~~September 30, 2021 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~~We had no TDRs included in nonaccrual loans ~~are TDRs of $0~~at September 30, 2021 and $200 thousand at ~~March 31, 2021 and~~ December 31, ~~2020, respectively.~~2020. There were no TDRs accruing interest as of ~~March 31,~~September 30, 2021 and December 31, 2020.

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~~We had no properties representing foreclosed asset holdings ~~represented~~at September 30, 2021 and two properties totaling $3.0 million at ~~March 31, 2021 and~~ December 31, 2020. ~~Foreclosed~~The decrease in foreclosed assets ~~in the three months ended March 31, 2021 and December 31, 2020 primarily includes one commercial credit that was partially charged off~~ during the first ~~quarter~~nine months of ~~2020 and~~2021 was primarily the result of the sale of an asset on which foreclosure occurred in the third quarter of 2020. The borrower’s business was related to the hospitality industry and the downgrade and partial charge-off in the first quarter of 2020 were precipitated by the impact of the COVID-19 pandemic.

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 ~~$20.4~~$30.9 million and $17.9 million in loans that continued to accrue interest which were classified as substandard as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively.

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~~MANAGEMENT’S~~MANAGEMENT'S DISCUSSION AND ANALYSIS

FUNDING ACTIVITIES

Deposits

The following table summarizes the composition of our deposits at the dates indicated (dollars in thousands):


	Deposit Composition										Deposit Composition
	March 31, 2021					December 31, 2020					September 30, 2021					December 31, 2020
	Amount		% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total
Noninterest-bearing demand	$	1,099,608		23.3	%	$	1,018,549		23.8	%	$	1,144,852		23.1	%	$	1,018,549		23.8	%
Interest-bearing demand		873,390		18.5			731,885		17.1			893,976		18.0			731,885		17.1
Savings and money market		1,826,621		38.8			1,642,340		38.4			2,015,855		40.4			1,642,340		38.4
Time deposits < $250,000		713,884		15.1			684,885		16.0			737,299		14.8			684,885		16.0
Time deposits of $250,000 or more		202,511		4.3			200,708		4.7			182,981		3.7			200,708		4.7
Total deposits	$	4,716,014		100.0	%	$	4,278,367		100.0	%	$	4,974,963		100.0	%	$	4,278,367		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 ~~March 31,~~September 30, 2021, total deposits were ~~$4.72~~$4.97 billion, representing an increase of ~~$437.6~~$696.6 million from December 31, 2020. The increase was ~~driven by a seasonal increase~~due to growth in public, ~~deposits combined with growth in the nonpublic deposits~~non-public demand and ~~the~~ reciprocal ~~deposits portfolios.~~deposits. Time deposits were approximately 19% and 21% of total deposits at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively.

Nonpublic deposits, the largest component of our funding sources, totaled ~~$2.65~~$2.73 billion and $2.55 billion at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively, and represented ~~56%~~55% and 60% 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 ~~$1.13~~$1.19 billion and $834.9 million at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively, and represented 24% and 20% of total deposits as of the end of each period, respectively. The increase in public deposits during 2021 was due largely to seasonality.

We also participate in reciprocal deposit 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, Regulatory Relief and Consumer Protection Act (“EGRRCPA”) enacted on May 14, 2018, all reciprocal deposits were considered brokered deposits for regulatory reporting purposes. With the enactment of EGRRCPA, reciprocal deposits, subject to certain restrictions, are no longer required to be reported as brokered deposits. Reciprocal deposits totaled ~~$709.4~~$806.5 million at ~~March 31,~~September 30, 2021, compared to $612.3 million at December 31, 2020. Reciprocal deposits represented ~~15%~~16% and 14% of total deposits as of the end of each period, respectively.

Brokered deposits totaled ~~$228.7~~$254.8 million and $279.6 million at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively, and represented 5% and 7% of total deposits as of the end of each period, respectively.

Borrowings

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 the dates indicated (in thousands):


	March 31,		December 31,		September 30,		December 31,
	2021		2020		2021		2020
Short-term borrowings - FHLB	$	-	$	5,300	$	—	$	5,300
Long-term borrowings - Subordinated notes, net		73,679		73,623		73,834		73,623
Total borrowings	$	73,679	$	78,923	$	73,834	$	78,923

Short-term Borrowings

Short-term Federal Home Loan Bank (“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. We had no short-term FHLB borrowings at ~~March 31, 2021. The maximum~~September 30, 2021 and no amount of short-term FHLB borrowings outstanding at any month-end during the ~~three~~nine months ended ~~March 31, 2021 was $1.2 million.~~September 30, 2021. Short-term FHLB borrowings at December 31, 2020 consisted of $5.3 million in short-term borrowings. The decline in short-term borrowings at ~~March 31,~~September 30, 2021, was the result of the Company’s decision to utilize brokered deposits as a cost-effective alternative to FHLB borrowings. Short-term borrowings and brokered deposits have historically been utilized to manage the seasonality of public deposits.

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~~MANAGEMENT’S~~MANAGEMENT'S DISCUSSION AND ANALYSIS

We have credit capacity with the FHLB and can borrow through facilities that include amortizing and term advances or repurchase agreements. We had approximately ~~$267.8~~$206.1 million of immediate credit capacity with the FHLB as of ~~March 31,~~September 30, 2021. We had approximately ~~$558.6~~$601.8 million in secured borrowing capacity at the Federal Reserve Bank (“FRB”) discount window, none of which was outstanding at ~~March 31,~~September 30, 2021. The FHLB and FRB credit capacity are collateralized by securities from our investment portfolio and certain qualifying loans. We had approximately $130.0 million and $145.0 million of credit available under unsecured federal funds purchased lines with various banks as of ~~March 31,~~September 30, 2021 and December 31, ~~2020.~~2020, respectively. Additionally, we had approximately ~~$224.5~~$454.9 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 ~~March 31,~~September 30, 2021, no amounts have been drawn on the line of credit.

Long-term Borrowings

On October 7, 2020, we completed a private placement of $35.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes to qualified institutional buyers and accredited institutional investors that were subsequently exchanged for subordinated notes with substantially the same terms (the “2020 Notes”) registered under the Securities Act of 1933, as amended. The 2020 Notes have a maturity date of October 15, 2030 and bear interest, payable semi-annually, at the rate of 4.375% per annum, until October 15, 2025. Commencing on that date, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month SOFR plus 4.265%, payable quarterly until maturity. The 2020 Notes are redeemable by us, in whole or in part, on any interest payment date on or after October 15, 2025, and we may redeem the Notes in whole at any time upon certain other specified events. We used the net proceeds for general corporate purposes, organic growth and to support regulatory capital ratios at Five Star Bank.

On April 15, 2015, we issued $40.0 million of subordinated notes (the “2015 Notes”) in a registered public offering. The 2015 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 2015 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 2015 Notes qualify as Tier 2 capital for regulatory purposes.

LIQUIDITY AND CAPITAL MANAGEMENT

Liquidity

We continue to actively monitor our liquidity profile and funding concentrations in accordance with our Board approved Liquidity Policy. While funding pressures have not occurred, management is actively monitoring customer activity by way of commercial and consumer line of credit utilization, as well as deposit flows. As of ~~March 31,~~September 30, 2021, all structural liquidity ratios and early warning indicators remain in compliance, with what we believe are ample funding sources available in the event of a stress scenario.

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, 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 other banking institutions, the FHLB, the FRB and brokered deposit ~~relationships~~.relationships. The primary source of our non-deposit short-term borrowings is FHLB advances, of which we had $0 ~~million~~ outstanding at ~~March 31,~~September 30, 2021 due to the excess liquidity position ~~resulting from the~~sustained as a result of continued growth and seasonal ~~inflow~~inflows of public ~~deposits~~deposits. . In addition to this amount, we have additional collateralized wholesale borrowing capacity of approximately ~~$956.4~~$937.9 million from various funding sources which include the FHLB, the FRB and commercial banks that we can use to fund lending activities, liquidity needs, and/or to adjust and manage our asset and liability position.

The Parent’s funding requirements consist primarily of dividends to shareholders, debt service, income taxes, operating expenses, funding of non-bank subsidiaries, repurchases of our stock, and acquisitions. The Parent obtains funding to meet obligations from dividends received from the Bank, net taxes collected from subsidiaries included in the federal consolidated tax return, and the issuance of debt and equity securities. In addition, the Parent maintains a revolving line of credit with a commercial bank for an aggregate amount of up to $20.0 million, all of which was available at ~~March 31,~~September 30, 2021. The line of credit has a one-year term and matures in May ~~2021.~~2022. Funds drawn would be used for general corporate purposes and backup liquidity.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

Cash and cash equivalents were ~~$334.8~~$288.4 million as of ~~March 31,~~September 30, 2021, up ~~$250.9~~$194.5 million from $93.9 million as of ~~December~~December 31, 2020. Net cash provided by operating activities totaled ~~$20.3~~$39.5 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 ~~$191.2~~$516.4 million, which included outflows of ~~$60.1~~$59.8 million for net loan originations, and ~~$130.1~~$430.2 million from net investment securities transactions. Net cash provided by financing activities of ~~$421.8~~$516.4 million was attributed to a ~~$437.6~~$696.6 million increase in deposits, partially offset by a $5.3 million decrease in short-term borrowings, $6.0 million in common stock repurchases and ~~by $4.5~~$13.8 million in dividend payments. The increase in the period end cash balance was due to ~~the seasonal inflow of~~growth in public, ~~deposits, coupled with increases in~~non-public demand and reciprocal ~~balances, which occurred during the latter half of March.~~deposits.

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~~MANAGEMENT’S DISCUSSION AND ANALYSIS~~

Capital Management

We actively manage capital, commensurate with our risk profile, to enhance shareholder value. We also seek to maintain capital levels for the Company and the Bank at amounts in excess of the regulatory “well-capitalized” thresholds. Periodically, we may respond to market conditions by implementing changes to our overall balance sheet positioning to manage our capital position.

Banks and financial holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material impact on our consolidated financial statements. 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.

Shareholders’ equity was ~~$466.3~~$494.0 million at ~~March 31,~~September 30, 2021, ~~a decrease~~an increase of ~~$2.1~~$25.7 million from $468.4 million at December 31, 2020. Net income for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 increased shareholders’ equity by ~~$20.7~~$58.1 million, offset by common and preferred stock dividends declared of ~~$4.6~~$13.9 million. Accumulated other comprehensive loss included in shareholders’ equity increased ~~$5.2~~$14.2 million during the first ~~three~~nine months of 2021 due ~~primarily~~primarily to lower net unrealized gains on securities available for sale.

The FRB and FDIC have adopted a system using risk-based capital guidelines to evaluate the capital adequacy of banks and bank holding companies. As of ~~March 31,~~September 30, 2021, the Company’s capital levels remained characterized as “well-capitalized” under the Basel Committee on Banking Supervision’s (“BCBS”) capital guidelines for U.S. banks.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

The following table reflects the ratios and their components (dollars in thousands):


	March 31,			December 31,			September 30,			December 31,
	2021			2020			2021			2020
Common shareholders’ equity	$	448,962		$	451,035		$	476,721		$	451,035
Add: CECL transitional amount		11,344			12,061			10,005			12,061
Less: Goodwill and other intangible assets		71,957			71,235			72,052			71,235
Net unrealized gain (loss) on investment securities ⁽¹⁾		341			14,743
Net unrealized gain on investment securities (1)								(1,057	)		14,743
Hedging derivative instruments		1,248			(316	)		827			(316	)
Net periodic pension and postretirement benefits plan adjustments		(12,161	)		(12,299	)		(11,886	)		(12,299	)
Other		—			—			—			—
Common Equity Tier 1 (“CET1”) Capital		398,921			389,733			426,790			389,733
Plus: Preferred stock		17,322			17,328			17,292			17,328
Less: Other		—			—			—			—
Tier 1 Capital		416,243			407,061			444,082			407,061
Plus: Qualifying allowance for credit losses		38,359			40,509			34,341			40,509
Subordinated Notes		73,679			73,623			73,834			73,623
Total regulatory capital	$	528,281		$	521,193		$	552,257		$	521,193
Adjusted average total assets (for leverage capital purposes)	$	4,985,535		$	4,933,597		$	5,310,329		$	4,933,597
Total risk-weighted assets	$	3,904,748		$	3,828,713		$	4,167,165		$	3,844,380
Regulatory Capital Ratios
Tier 1 Leverage (Tier 1 capital to adjusted average assets)		8.35	%		8.25	%		8.36	%		8.25	%
CET1 Capital (CET1 capital to total risk-weighted assets)		10.22			10.18			10.24			10.14
Tier 1 Capital (Tier 1 capital to total risk-weighted assets)		10.66			10.63			10.66			10.59
Total Risk-Based Capital (Total regulatory capital to total risk-weighted assets)		13.53			13.61			13.25			13.56

(1) Includes unrealized gains and losses related to the Company’s reclassification of available for sale investment securities to the held to maturity category.

⁽¹⁾

~~Includes unrealized gains and losses related to the Company’s reclassification of available for sale investment securities to the held to maturity category.~~

We have elected to apply the 2020 CECL transition provision related to the impact of the CECL accounting standard on regulatory capital, as provided by the US banking agencies’ March 2020 interim final rule. Under the 2020 CECL transition provision, the regulatory capital impact of the Day 1 adjustment to the allowance for credit losses (after-tax) upon the January 1, 2020 CECL adoption date has been deferred, and will phase in to regulatory capital at 25% per year commencing January 1, 2022. For the ongoing impact of CECL, we are allowed to defer the regulatory capital impact of the allowance for credit losses in an amount equal to 25% of the change in the allowance for credit losses (pre-tax) recognized through earnings for each period between January 1, 2020, and December 31, 2021. The cumulative adjustment to the allowance for credit losses between January 1, 2020, and December 31, 2021, will also phase in to regulatory capital at 25% per year commencing January 1, 2022.

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~~MANAGEMENT’S DISCUSSION AND ANALYSIS~~

Basel III Capital Rules

Under the Basel III Capital Rules, the current minimum capital ratios, including an additional capital conservation buffer applicable to the Company and the Bank, are:



7.0% CET1 to risk-weighted assets;



8.5% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets; and



10.5% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets.

•

~~7.0% CET1 to risk-weighted assets;~~

•

~~8.5% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets; and~~

•

~~10.5% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets.~~

Banking institutions with a capital conservation buffer below the minimum level will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. 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. Strict eligibility criteria for regulatory capital instruments were also implemented under the Basel III Capital Rules.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

The following table presents actual and required capital ratios as of ~~March 31,~~September 30, 2021 and December 31, 2020 for the Company and the Bank under the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, under the Basel III Capital Rules (in thousands):

											Required to be
						Minimum Capital					Considered Well															Required to be
	Actual					Required – Basel III					Capitalized										Minimum Capital					Considered Well
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Actual					Required – Basel III					Capitalized
March 31, 2021
																Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2021
Tier 1 leverage:
Company	$	416,243		8.35	%	$	199,421		4.00	%	$	249,277		5.00	%	$	444,082		8.36	%	$	212,413		4.00	%	$	265,516		5.00	%
Bank		456,775		9.18			199,139		4.00			248,923		5.00			483,083		9.11			212,080		4.00			265,100		5.00
CET1 capital:
Company		398,921		10.22			273,332		7.00			253,809		6.50			426,790		10.24			291,702		7.00			270,866		6.50
Bank		456,775		11.72			272,713		7.00			253,234		6.50			483,083		11.62			290,965		7.00			270,182		6.50
Tier 1 capital:
Company		416,243		10.66			331,904		8.50			312,380		8.00			444,082		10.66			354,209		8.50			333,373		8.00
Bank		456,775		11.72			331,152		8.50			311,672		8.00			483,083		11.62			353,315		8.50			332,532		8.00
Total capital:
Company		528,281		13.53			409,999		10.50			390,475		10.00			552,257		13.25			437,552		10.50			416,717		10.00
Bank		495,133		12.71			409,070		10.50			389,591		10.00			517,423		12.45			436,448		10.50			415,665		10.00
December 31, 2020
Tier 1 leverage:
Company	$	407,061		8.25	%	$	197,344		4.00	%	$	246,680		5.00	%	$	407,061		8.25	%	$	197,344		4.00	%	$	246,680		5.00	%
Bank		441,929		8.97			197,064		4.00			246,330		5.00			441,929		8.97			197,064		4.00			246,330		5.00
CET1 capital:
Company		389,733		10.18			268,010		7.00			248,866		6.50			389,733		10.14			269,107		7.00			249,885		6.50
Bank		441,929		11.57			267,387		7.00			248,288		6.50			441,929		11.52			268,483		7.00			249,306		6.50
Tier 1 capital:
Company		407,061		10.63			325,441		8.50			306,297		8.00			407,061		10.59			326,772		8.50			307,550		8.00
Bank		441,929		11.57			324,684		8.50			305,585		8.00			441,929		11.52			326,015		8.50			306,838		8.00
Total capital:
Company		521,193		13.61			402,015		10.50			382,871		10.00			521,193		13.56			403,660		10.50			384,438		10.00
Bank		482,439		12.63			401,080		10.50			381,981		10.00			482,439		12.58			402,725		10.50			383,547		10.00

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.

~~- 57 -~~66

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk refers to the potential impact on earnings or capital arising from movements in interest rates. The Bank’s market risk management framework has been developed to control both short-term and long-term exposure within Board approved policy limits and is monitored by the Asset-Liability Management Committee and Board of Directors. Quantitative and qualitative disclosures about market risk were presented at December 31, 2020 in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 15, 2021. The following is an update of the discussion provided therein.

Portfolio Composition

There was no material change in the composition of assets, deposit liabilities or borrowings from December 31, 2020 to ~~March 31,~~September 30, 2021, aside from asset growth due to an increased liquidity position. The increased liquidity position resulted from continued deposit growth and drove investment security purchases and an excess Federal Reserve interest earning cash balance at quarter end. See the section titled “Analysis of Financial Condition” in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of asset, deposit and borrowing activity during the period.

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.

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 ~~March 31,~~September 30, 2022 assuming instantaneous changes in interest rates for the given rate shock scenarios (dollars in thousands):


	Changes in Interest Rate												Changes in Interest Rate
	-100 bp			+100 bp			+200 bp			+300 bp			-100 bp			+100 bp			+200 bp			+300 bp
Estimated change in net interest income	$	(2,402	)	$	4,809		$	9,356		$	13,798		$	(2,792	)	$	2,104		$	4,649		$	7,063
% Change		-1.69	%		3.39	%		6.60	%		9.73	%		-1.90	%		1.43	%		3.16	%		4.81	%

In the rising rate scenarios, the model results indicate that net interest income is modeled to increase compared to the flat rate scenario over a one-year timeframe. This is a result of assumed commercial loan products and investment security cash flow repricing at a higher frequency than underlying borrowing and deposit costs. As intermediate and longer-term assets continue to mature and are replaced at higher yields, net interest income improves over longer term timeframes. Model results in the declining rate scenario indicate decreases in net interest income due to assets having the ability to reprice downward, while deposit and borrowing liabilities reach modeled floors.

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 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.

Table of Contents

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).

~~- 58 -~~

~~Table of Contents~~

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 ~~March 31,~~September 30, 2021 and December 31, 2020 (dollars in thousands). The analysis additionally presents a measurement of the interest rate sensitivity at ~~March 31,~~September 30, 2021 and December 31, 2020. 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. The following table sets forth the estimated changes to EVE assuming instantaneous changes in interest rates for the given rate shock scenarios (dollars in thousands):


	March 31, 2021								December 31, 2020								September 30, 2021								December 31, 2020
Rate Shock Scenario:	EVE		Change			Percentage Change			EVE		Change			Percentage Change			EVE		Change			Percentage Change			EVE		Change			Percentage Change
Pre-Shock Scenario	$	729,995							$	583,156							$	717,562							$	583,156
- 100 Basis Points		667,398	$	(62,597	)		-8.57	%		574,345	$	(8,811	)		-1.51	%		712,612	$	(4,950	)		-0.69	%		574,345	$	(8,811	)		-1.51	%
+100 Basis Points		756,713		26,718			3.66			617,768		34,612			5.94			737,651		20,089			2.80			617,768		34,612			5.94
+ 200 Basis Points		781,359		51,364			7.04			638,224		55,068			9.44			753,000		35,438			4.94			638,224		55,068			9.44
+ 300 Basis Points		798,478		68,483			9.38			651,518		68,362			11.72			760,238		42,676			5.95			651,518		68,362			11.72

The increase in the Pre-Shock Scenario EVE at ~~March 31,~~September 30, 2021 compared to December 31, 2020 is the result of growth in investments. The ~~increase~~slight decrease in the -100 basis point Rate Shock Scenario to EVE is a result of the continued growth in deposits over the last ~~quarter,~~three quarters, compounded with the growth of fixed rate long-term assets not receiving the full benefit in value appreciation typically observed in down rate scenarios.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of ~~March 31,~~September 30, 2021, 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 and Chief 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 SEC under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based upon that evaluation, the Company’s 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 report.

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 Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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 ~~March 31,~~September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~- 59 -~~68

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PART II. OTHER INFORMATION

ITEM 1. 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.

We are party to 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~~sought class certification to represent classes of consumers in New York and Pennsylvania along with statutory damages, interest and declaratory relief. The plaintiffs ~~seek~~sought 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.

~~In February 2020, we agreed to engage in mediation with the plaintiffs and mediation is expected to commence during May 2021.~~ On ~~October 19, 2020,~~September 30, 2021, the Court granted plaintiffs’ motion for ~~judgment on the pleadings dismissing our affirmative defense against one named~~class certification and certified four different classes (two classes of New York ~~plaintiff that his claim was time-barred under~~consumers and two classes of Pennsylvania consumers). We estimate there may be approximately 5,200 members in the New York ~~law, applying~~classes and 300 members in the Pennsylvania classes. We filed a ~~six-year statute of limitations rather than the three years limitation period we had argued. The issue of class certification has been briefed and~~motion seeking permission to appeal the class certification ~~hearing date has been scheduled~~ruling to the Superior Court of Pennsylvania and a stay of proceedings pending any such appeal. We also filed a motion to dismiss the action for ~~June 14, 2021.~~ lack of standing. We have not accrued a contingent liability for this matter at this time because, given our defenses, we are unable to conclude whether a liability is reasonably probable to occur nor are we able to currently reasonably estimate the amount of potential loss.

~~ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds~~

In November 2020, the Company’s Board of Directors authorized a share repurchase program for up to 801,879 shares of common stock. The program will expire at the earlier of the completion of all share repurchases or a Board vote to retire the program.

~~The Company’s repurchases of its common stock during the first quarter of 2021 were as follows:~~

Issuer Purchases of Equity Securities

Period

Total Number of Shares Purchased ⁽¹⁾

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

January 1 - 31, 2021

160,060

$
23.98

160,060

641,819

February 1 - 28, 2021

78,379

24.95

78,379

563,440

March 1 -31, 2021

6,238

27.38

—

563,440

Total

244,677

$
24.37

238,439

⁽¹⁾	This column reflects (i) the deemed surrender to us of 6,238 shares of common stock to satisfy tax withholding obligations in connection with the vesting of employee restricted stock units and (ii) the purchase of an aggregate of 238,439 shares of common stock under the 2020 Repurchase Program.

On February 1, 2021, the Company issued 12,831 shares of common stock at a fair value of $23.49 per share to the principals of Landmark in connection with the Company’s acquisition of assets from Landmark. The shares were issued in reliance upon the exemption under Section 4(a)(2) of the Securities Act. See Note 2 – Business Combinations for additional information.

~~- 60 -~~

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ITEM 6. Exhibits

(a)The following is a list of all exhibits filed or incorporated by reference as part of this Report:

~~(a)~~Exhibit

Number

~~The following is a list of all exhibits filed or incorporated by reference as part of this Report:~~

~~Exhibit~~ ~~Number~~	Description	~~Description~~	Location

~~10.1+~~		~~Separation and Settlement Agreement and Release between Financial Institutions, Inc. and Joseph L. Dugan dated February 12, 2021~~31.1	~~Filed Herewith~~

~~10.2+~~		~~Form of Performance Stock Unit Award Agreement pursuant to the Financial Institutions, Inc. 2015~~ ~~Long-Term Incentive Plan~~	~~Filed Herewith~~

~~31.1~~		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Executive Officer	Filed Herewith

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Financial Officer	Filed Herewith

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed Herewith

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~+ Management contract, compensatory plan or arrangement.~~

~~- 61 -~~70

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SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FINANCIAL INSTITUTIONS, INC.


/s/ Martin K. Birmingham		, ~~May 10,~~November 8, 2021
Martin K. Birmingham
President and Chief Executive Officer
(Principal Executive Officer)


/s/ W. Jack Plants II		, ~~May 10,~~November 8, 2021
W. Jack Plants II
Senior Vice President and Chief Financial Officer and Treasurer
(Principal Financial Officer)


/s/ Sonia M. Dumbleton		, ~~May 10,~~November 8, 2021
Sonia M. Dumbleton
Senior Vice President and Controller
(Principal Accounting Officer)

~~- 62 -~~

	Commercial Business			Commercial Mortgage			Residential Real Estate Loans			Residential Real Estate Lines			Consumer Indirect			Other Consumer			Total
March 31, 2021
Allowance for credit losses - loans:
Beginning balance	$	13,580		$	21,763		$	3,924		$	674		$	12,165		$	314		$	52,420
Charge-offs		(86	)		(203	)		(11	)		(70	)		(2,413	)		(81	)		(2,864	)
Recoveries		238			0			5			0			1,670			64			1,977
Provision (benefit)		(1,062	)		1,112			(809	)		(122	)		(865	)		41			(1,705	)
Ending balance	$	12,670		$	22,672		$	3,109		$	482		$	10,557		$	338		$	49,828

March 31, 2020
Allowance for credit losses - loans:
Beginning balance, prior to adoption of ASC 326	$	11,358		$	5,681		$	1,059		$	118		$	11,852		$	414		$	30,482
Impact of adopting ASC 326		(246	)		7,310			3,290			607			(1,234	)		(133	)		9,594
Beginning balance, after adoption of ASC 326		11,112			12,991			4,349			725			10,618			281			40,076
Charge-offs		(8,241	)		0			(98	)		0			(3,424	)		(269	)		(12,032	)
Recoveries		58			0			10			3			1,668			150			1,889
Provision		7,294			2,163			1,909			171			1,783			103			13,423
Ending balance	$	10,223		$	15,154		$	6,170		$	899		$	10,645		$	265		$	43,356

	Banking		All Other ⁽¹⁾		Total
Balance, December 31, 2020	$	48,536	$	17,526	$	66,062
Acquisition		—		611		611
Balance, March 31, 2021	$	48,536	$	18,137	$	66,673

Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - 31, 2021		160,060	$	23.98		160,060		641,819
February 1 - 28, 2021		78,379		24.95		78,379		563,440
March 1 -31, 2021		6,238		27.38		—		563,440
Total		244,677	$	24.37		238,439