Good morning, and welcome to the Financial Institutions Fourth Quarter 2018 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Shelly Doran, Director of Investor and External Relations. Miss, Doran please go ahead.

Good morning and thank you for joining us today for today’s call. Providing prepared comments will be President and Chief Executive Officer, Marty Birmingham; and Chief Financial Officer, Kevin Klotzbach. During the question-and-answer portion of the call, they will be joined by Chief Banking and Revenue Officer, Bill Kreienberg; and Deputy CFO, Justin Bigham and Chief Accounting Officer, Mike Grover. Today’s prepared comments and Q&A will include forward-looking statements. Actual results may differ materially from forward-looking statements due to a variety of risks, uncertainties and other factors. We refer you to yesterday’s earnings release and our historical SEC filings, all available on our Website for our Safe Harbor description and a detailed discussion of the risk factors relating to forward-looking statements. We will also discuss certain non-GAAP financial measures intended to supplement and not substitute for comparable GAAP measures. Reconciliations of these non-GAAP financial measures to GAAP financial measures were provided in yesterday’s earnings release, which was filed as an exhibit to the Form 8-K. Please note that this call includes information that’s accurate only as of today’s date, February 01, 2019. I’ll now turn the call over to Marty.

Thank you, Shelly. And once again good morning and welcome to financial institutions fourth quarter and year-end earnings conference call. Before I get into the discussion of results, I would like to welcome Justin Bigam to his first call with us. Last fall, we announced his appointment to serve as Executive Vice-President and Deputy CFO. When Kevin retires as CFO on March 31, Justin will be named CFO. The timing of our succession plan enables Justin to participate in the fourth quarter close and reporting activities and he led our 2019 budget process. His insight and experience were incredibly beneficial and we welcome his leadership and contribution to our efforts. We look forward to introducing Justin to many of you in the near future. I’m very pleased with the progress we made in 2018 on many fronts. Total loans grew by 12.9% with the highest growth achieved in our critical relationship based loan portfolios. By seeking to maintain credit discipline and manage risk effectively, we believe asset quality continues to remain strong. We believe asset quality continues to remain strong. As a result, a robust loan growth and increasing portfolio yield, we generated the highest level of net interest income in our history. We made good progress on the redeployment of marketable securities into loans, funding approximately 143 million of new loans with proceeds from securities. Our successful business strategies and initiatives enabled us to grow total deposits by 4.9%. We continue to execute our strategy to diversify revenue with the second quarter acquisition of HNP Capital, a Rochester based investment advisory firm. And lastly, succession plans for our CFO and Chief Human Resources Officer were implemented, and key personnel were added to position us for future success. I would also like to address this quarter’s non-cash goodwill impairment charge related SDN of 2.4 four million. We performed an annual assessment with the assistance of a third party valuation firm to confirm the value of goodwill related to this subsidiary. The fourth quarter 2018 impairment was primarily driven by two factors; first, market multiples for insurance agencies decreased from 2017 and 2018, and second, the agency lost its only carrier for one of its specialty lines of business. We worked diligently to find a replacement carrier, but our efforts were unsuccessful. We acknowledge that the process of converting SDN into a bank owned agency has been challenging. And disappointing as this quarter’s charges, we are seeing good momentum in core insurance revenue growth from bank customers. I’ll now turn the call over to our CFO, Kevin Klotzbach who will provide an overview of financial results and our outlook for key areas in 2019.

Thank you, Marty. Good morning everyone. I’ll begin with a review of our financial results. Net income was $7.5 million in the quarter, down from both the third quarter of 2018 and fourth quarter 2017 levels. As discussed in the press release, early comparisons were negatively impacted by this quarter’s $2.4 million or $0.15 per share goodwill impairment charge, and $667,000 or $0.03 per share non-recurring retirements and severance expense. To exclude the impact of these items, income before taxes increased $1.1 million from the fourth quarter of 2017, and decreased $430,000 from the third quarter of 2018. The driver of the decrease from the third quarter of 2018 was the provision for loan losses, which was up $1.8 million. You will recall, that we -- that our third quarter 2018 provision was lower than the typical quarter, at $2.1 million due to a combination of factors. These factors included a lower level of storage that charge-offs an increase in the value of collateral associated with impaired loans and improved qualitative factors. The fourth quarter 2018 provision was $3.9 million. That charge-offs, the average loans annualized were 51 basis points in the quarter, because of three commercial world charge-offs. By their nature, charge-offs vary. We believe our asset quality remains sound as illustrated by our non-performing assets as a historical low percentage loan. The ratio of non-performing loans to total loans was 23 basis points as of December 31st, which is the lowest quarterly level we have experienced over the past 10 years. The ratio was 26 basis points as of September 30th 2018, and 46 basis points as of December 31st 2017. Net interest margin for the quarter was 3.21% up 4 basis points from third quarter of 2018. The increase was primarily driven by a continued improvement in…

Thank you very much Kevin. As we discussed during last quarter’s call, consumer indirect lending remains a profitable business and a core competency. However, we continue to focus on growing commercial and residential lending, as these types of loans are more conducive to the development of full customer relationships that may include deposits, insurance and wealth management. Consumer indirect loans at year-end represented 29.8% of our total loan portfolio, down from a peak of 35% several years ago and down from 32% just a year ago. Additional key priorities for 2019 include our ongoing effective delivery of our competitively advantaged community banking model in Western New York. In addition, we will continue to seek, to take advantage of growth opportunities available to us as a result of ongoing disruption in our markets. Throughout the organization, our associates remain focused on strong customer relationships and living our brand promise of putting our customer’s financial well-being at the heart of everything we do. We’ve remained committed to our disciplined credit culture, grounded and rigorous and thorough underwriting, active monitoring and communication with borrowers, and following the community banking model of knowing our customers, making decisions locally, and lending in our footprint. We are implementing appropriate compensation programs to incentivize associates, rewarding them for business development in and across our lines of business. We also remain very focused on deposit growth. To conclude, we made significant investments in systems, people and platforms over the past five years to support our associates, customers and communities. I believe, we are now very well positioned to build on our 2018 results and I’m looking forward to 2019 and the many opportunities it will bring. Down here before we open the call for questions. I want to acknowledge a few other concluding remarks. Today is our last conference call with Kevin serving as our CFO, as he will be retiring from that role on March 31st. And I would be remiss if I did not take a few minutes to recognize his many contributions to Five Star Bank and financial institutions Incorporated. Kevin joined our organization in 2001 as Vice President and Treasurer. Shortly after I was named CEO in March of 2013, Kevin was promoted to Executive Vice President, Chief Financial Officer and Treasurer. Kevin and I have worked together to effect positive change and to develop with our board and our executive management team a long term strategic plan. I believe, we’ve made great strides in growing and strengthening our company over the past six years, and Kevin’s efforts have been instrumental in that process and the outcomes we have achieved. Kevin, on behalf of our associates across the company, thank you for all you have done, to continue with -- to contribute to our success and support of our shareholders, our associates, our customers and the communities we serve. Anita, we’re now ready to open the lines for questions and answer.

Thank you.[Operator Instructions] The first question today comes from Alex Twerdahl with Sandler O'Neill. Please go ahead.

Hey, good morning.

Hi, Alex.

First, I just wanted to drill in a little bit to the margin guidance. Is the primary driver of margin expansion in 2019; is that going to continue to be that transition from securities into loans as a sort of mix of assets?

It was a combination of elements going on. As always, Alex within the portfolio one, is the fact that we think there’s going to be a slowing of the rate of the increase and the Fed increases, so it’s going to give out loans that adjust four times with just quickly relative to the cost of funds. Secondly, we’re going to continue to change the mix of assets as we’ve done in the past year and a half. Mortgage securities and the loans, that’s certainly been very positive for us. And then thirdly, what we’ve experienced in the last several months is the fact is that with new loans being originated now exceeds the rate of the loan, the average rate on the loans on the balance sheet. So new loans are almost always additive to the -- to the overall rate. So the mix is going to be pretty good for us I think, and we’re looking forward to 2019.

If I kind of ask the question slightly differently. The difference between a NIM, it’s kind of the low end of that 325 and the high end 335, is that more of the difference between the amount of securities being transitioned at 110 to 160 or is more a function of the rate environment, and I think the market is assuming that we’re not to get any rate increases in 2019. So assuming that’s the case kind of where does that leave us shaking out for the year, towards the low end or towards the high end of that range?

Yes, so the only variable was the conversion of securities, the loans we could be a lot more accurate with our estimates. Because it’s highly predictable when those loans pay off, what type of amortization schedule we run and re-deployment rates. So, the real variable is what the bank does and how that impacts cost performance.

Okay. So if I’m reading you correctly without any further rate hikes in 2019, we could be closer to the high end of that range just because there won’t be as much pressure on the funding costs?

I think that’s a fair conclusion.

Okay. Great. And then can you give us a little bit more color on the elevated charge-offs during the quarter. It look like they were in commercial and commercial real estate, but maybe little bit more detail on whether or not that was sort of one relationship or something further to read into?

There were three commercial loans that cycle through this quarter. Prior to this quarter commercial charge-offs were very low. So, on an annualized basis its in line with what we would expect.

Okay. Were those loans previously a nonperforming?

Yes.

Okay.

And Alex, this is Bill Kreienberg. We didn’t see any – there is no portfolio concentration, industry concentration, geographic concentration, it was just part of the commercial bucket.

Okay, great. And then, just final question from me. Just kind of as we think about insurance revenues, it’s obviously a relatively volatile line now at quarter-to-quarter basis. But on a year-over-year basis kind of what’s sort of reasonable growth rate to assume for the overall insurance revenue kind of giving a couple of the dynamics you sort of mentioned when you took the goodwill impairment?

I think, Alex, now that we’ve gone through is significant reorganization we’re very pleased with the way we’ve got the insurance agency structured and integrated with our bank. We have reasonable and appropriate incentives in place for our customer cross-sell efforts between commercial, wealth management subsidiary, retail et cetera. So I think from a forecasting point of view our consultants seems to advise what we think we’re in line with is that is the growth rate of 3% to 6% at this particular point and our reorganization of our insurance subsidiaries.

All right. Great. That's very helpful. Thanks for taking my questions.

Thank you, Alex.

The next question comes from Joe Fenech with Hovde Group. Please go ahead.

Good morning, all.

Hi, Joe.

Good morning. One of your competitors in Western New York last night reported the slowdown in net loan growth in the fourth quarter. The reasons for that seem company specific and they said they aren’t seeing any change whatsoever in the overall market backdrop. And your results I think would seem to back that up. Is that a fair assessment that you’re aren’t really seeing any market change in the market in terms of demand characteristics or whatever it may be?

Joe, its Bill Kreienberg. I think one of the reasons that we believe that we’re going to hit our guidance is that we’re in a similar market as I think the competitor that announced yesterday. But our commercial teams still is expanding into relationship they had at prior institutions. We feel we’re well-positioned now to attract real estate work in the Southern tier, some significant, but also as you’ll recall we’ve made a market announcement last September that we had retained and named regional president in the Syracuse Central New York region. Since her arrival we’ve seen significant growth in that market and we believe that we’re going to be able to get -- spread our growth instead of Buffalo,[ph] Rochester now in the Central New York. So that gives us confidence relative to the guidance we gave about high single-digit loan.

Appreciate that color, Bill. I guess though is that – so is the market share opportunity do you feel like offsetting for you all specifically offsetting a slowdown? Or you’re not seeing the slowdown? Do you think the market – the market is what it is and the market share opportunity is just going to amplify that?

I don’t think from the pipeline we have that our commercial team has seen a slowdown. I believe that we are being selective in our credit opportunities, but our pipeline remains very robust.

Joe, it’s Marty. I just would say that we really aren’t seeing a change in the underlying market dynamics. As I talk about in my comments the attributes of disruption continue to play out it’s very awkward in the market that we’re serving. Large banks deliver locally where there is still significant market share and as those customers consider their options as to deal with company like outs that’s local that is responsive and has capacity there we’re seeing opportunity associated with that.

Okay. That’s helpful guys. And then I know this different topic. In the fourth quarter last year you also had an uptake in provision and chargeoffs. I know these probably separate, different credits. But is that coincidental? Or is there something about the fourth quarter from a cleanup perspective or anything else that we should be aware of that maybe impacts credit that disproportionately in the fourth quarter just for future reference?

I think – sorry, I was talking to Mike Grover. So, I think if I recall fourth quarter last year, we put on a significant amount of loan growth in that particular quarter which caused us to have provision relative to that that significant loan growth in that quarter. The charge-offs I think that we’re referring to is one we had disclosed, I believe with the Southern tier relationship that was rolling through.

Yes. The commercial charge-offs tend to lumpy. It’s not always in the fourth quarter, but the last two years it has been. But I would say that’s more coincidental than the seasonal trend.

I think if you roll back the clock six or seven years you’ll find that we always have one quarter that’s different than the other quarters and historically its actually been first quarter versus the fourth quarter, but the last two years its happen to be the fourth quarter. I think it just coincidental more than anything else.

Okay. And then you’re overall cost to funds is up 8 basis points, that’s the slowest pace of increase since I think the first quarter. Last year it was up 40 basis points in the third quarter. So, your comments about the guidance for 2019, should we read that is maybe we've already -- you're already seeing a slowing trajectory on deposit betas or what have you? Or is your commentary sort of more Fed dependent? I guess along with the way of asking, you're already seeing the strength or is it something that that you're kind of still looking to the Fed and the guidance is really more dependent on that?

Yes. It’s more Fed dependent. Clearly the Fed follows current pattern of raising rates every other quarter or I mean, in every other quarter that has one impact, if you read the latest guidance by the Fed, it would indicate strongly that they may take substantial pause that would have a different impact than our cost of funds. Remember, we have about $400 million of wholesale borrowings, that wholesale borrowing component is a beta one. So our cost of funds is tied to the fed actions.

Okay. And then in terms of capital management, last one for me guys. Appreciate you guys seem to have gotten near the point where the internal capital generations is really able to support pretty strong loan growth and hold back TCE ratio pretty steady just about 7%, but given the decline in the stock, I guess sector wide last month including yours. Do you feel like you had some flexibility if you think about share repurchase? Or is that – or you kind of right at the tipping point where you really don’t to see that TCE ratio decline much further?

You know, Joel, we’ve talked a lot about with you and others and certainly the work we’ve done in terms of bolstering our capital position in 2017. We feel really good about where our capital structure is today to support the outlook of our businesses and we’re driving our balance sheet too. So that clearly would be above our pay grade anyway in terms of discussions with our board and decision of our board. But right now our focus is on leveraging the capital that we source and ultimately continuing to grow through the retention of earnings.

Okay. And then lastly, Kevin, congratulations, best of luck in your retirement. Enjoyed working with you. Thank you, guys.

Thank you. The feeling is mutual. And I extend that out to everyone. As your number, name listed on the board and spent great working with all of you. Thank you very much.

Your next question comes from Damon DelMonte with KBW. Please go ahead.

Hey, good morning guys. How you’re going today?

Good morning.

Good morning. So, first question, just wondering if you guys could provide a little bit more color around what drove the commercial real estate growth this quarter. Maybe was it construction driven or owner-occupied, non-owner-occupied. What were some of the trend this quarter?

Damon, it’s a good question. I don’t know if we really have a trend. I think its function of the talent we’ve acquired. We probably done lending type arrangements in all the buckets that you just mentioned. So, we’re not seeing preponderance in any one particular area. We’ve had some significant opportunities all across the footprint.

I think that’s right, Damon. We’re taking advantage of all the types of solutions that can be delivered through a commercial real estate group and from my perspective remains pretty balanced.

From a very high level of the balance sheet our portfolio continues to be well out here amongst a lot of different types of loans. C&I, CRE ratio is about 50/50 and our small business continues to grow. So we feel good about all parts of the portfolio.

Again, maybe I’ll ask little different. Just wondering like, did you see a big increase in like owner-occupied balances, because you had constructions, loans that were drawn down on or paid off I should say or did you see an increase in constructions, because you had a lot of commitments out there and the borrowers were advancing projects. Just trying to get a sense for what the dynamics across the market are?

Again, from our perspective Damon, it’s kind of just been the normal activity to the extent we’ve had construction loans that mature. We underwrite those to stay on our balance sheet over the long-term if they’re not tapping into – take ups by the debt capital markets. Again, I would come to Kevin’s point of balance across the portfolio.

Yes. Damon, we don’t have this particular level of detail whether to address on the call so I’ll ask Shelly Doran to reach back out to you.

Okay. Fair enough. That’s good. And then, with regards to the outlook into 2019, Kevin, could you just repeat what you were saying or the drivers going forward. Is it still does going to primarily commercial C&I and CRE as the main drivers. Or did you say consumer?

So, we’re focused on our relationship based lending activity. So that’s commercial across the spectrum that we’re in small business, C&I, CRE and as well continuing our theme of increasing focus and investment in our residential lending activity. Again, those all connect to driving fuller relationship characterized by the potential for deposits, insurance and wealth management. That’s generally been our focus. And as we focus on and those categories continue to grow our indirect will continue flow down as a percentage of total loans.

Okay, great. And then lastly, could you just give an update on the mortgage banking operations. I know you guys had made a bunch of hires in the back half of 2017. They have a good full-year under their belt right now. Just kind of wondering what your view is on that group and the prospect in 2019?

Again, from our perspective the prospects remain bright and it’s been an area of focus and opportunity for us. And the production year-over-year is up. The loan production that we’re selling through to the secondary up and I been please with the progress we’re making.

Okay, great. That’s all that I had. Kevin, congrats and best of luck. It was enjoyable working with you. Take care.

Thank you.

The next question comes from Matthew Breese with Piper Jaffray. Please go ahead.

Good morning.

Hi, Matt.

Good morning.

Cover lot of ground. I just have a few follow-ups. What was the period in municipal deposit balance? And could you comment on – I think you said the increase balances help the margin this quarter. Could you quantify by how much?

So the municipal deposit base has been oscillating between about a trillion one, and nine hundred million. So, it’s about little less than $200 million swing. At the end of December it’s in the low point, but what’s the most important consideration and analyzing that blug is how it gets from the high point of September 30th to the low point of December 31st. And the way it works in the fourth quarter as those balances stay with us pretty much for the entire quarter expect for last 15 days. So we get the benefit of relatively lower cost of funds for the vast majority of the quarter. And that did have a positive impact on the margin by a couple of three basis points.

And how does it trend in the first quarter? And should we just thinking about the margin guide, expect maybe a little bit lag on the NIM before seeing expansion towards guidance in the midpoint of the year? Is that a good way to…?

The first quarter it actually builds up fairly quickly. We started to have tax receipts around January 15th to January 30th and in February. The first quarter is probably the choppiest quarter of all the quarters that we looked at, but it’s a slow build to a new high point on March 31st.

Okay. Switching topics a little bit, I wanted to focus on SDN and the goodwill impairment charge. How much goodwill tied to SDN is left on the book? And are we effectively done with the impairments at this point?

So, its $7.9 million of the remaining goodwill on the books and naturally we do an annual valuation of the company. So it would be impossible for us to predict the future. What we do know is that we value the company and reduce the goodwill to a level such that the value of the company is equal to the remaining value on the books of the institutions. So what happens going forward from that, that's impossible to predict.

Matt, I think – its Bill Kreienberg. I think one of the things to chime in on Kevin’s comment is for you to – for us to determine variability going forward. When we bought the agency, the Top 10 customers were about 30% of our revenue. As part of this reorganization and some of the changes we’ve gone under the Top 10 customers now like comprise 15% of that agency revenue. So we believe we’ve got stabilize – we stabilize the revenue stream. We’ve refined and created intelligent process by which we have relationships with our bank partners in retail and commercial and we still have organic growth that the producer generate. So we think we’ve got kind of a level out revenue stream going forward.

Okay. And with the loss carrier, should we expect any difference in first quarter seasonality?

That revenue came in primarily first, second and fourth quarter each.

Okay. The other question I just want to – or the other area I wanted to focus on was with such strong loan growth we’re starting to see the loan to deposit ratio entire year-over-year. And I just wanted to get a sense to where you’re comfortable running the bank on in terms of that ratio and at some point do you put govern on loan growth because of it?

So, clearly we’ve seen banks that regularly trade with their ratio of loans to deposits, its 100%. As we go through each one of the round digit benchmarks, 90% being an excellent on the agenda. We will have a discussion with our board relative to how we feel about that, and probably to be able to give better guidance in the future. The bottomline is I know we're comfortable taking up to 90%, so that’s clearly something we’ll probably achieve in 2019.

I mean, Matt, generally speaking we’re comfortable where we are. It actually reflects a significant amount of effort and management intension and execution. As we’ve been talking to you over the years of driving that ratio higher. So, we’ll continue to evaluate as we operate the business.

Understood. Okay. That’s all I had. Thank you.

Thanks, Matt.

This concludes our question and answer session. I would now like to turn the conference back over to Marty Birmingham for any closing remarks.

Anita, I think we’ve accomplished the exchange of information and the questions and answers. So I want to thank everybody for their participation and look forward to talking at our next quarterly call.

This conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.