Good day, and welcome to Financial Institutions, Inc. Third Quarter Earnings Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference call over to Shelly Doran, Director of Investor Relations. Please go ahead.

Thank you for joining us for today's call. Providing prepared comments will be President and CEO, Marty Birmingham; and CFO, Justin Bigham. Director of Financial Planning and Analysis, Mike Grover will join us for Q&A. 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 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 used to supplement and not substitute for comparable GAAP measures. Reconciliations of these measures to GAAP financial measures were provided in the earnings release, which was filed as an exhibit to a Form 8-K. Please note that this call includes information that is accurate only as of today's date, October 30, 2020. I'll now turn the call over to Marty.

Thank you, Shelly. Good morning, everyone, and welcome to our third quarter earnings call. As I stated in yesterday's release, the past 7 months have tested us. We have weathered many challenges, yet we've continuously delivered essential products and services to our customers, helped preserve thousands of jobs through the PPP program, provided community support, learned new ways to work together while being apart, and continue to execute on our strategic initiatives, including the launch of a new digital banking platform to improve the customer experience. We continue to lend prudently and are working closely with our customers to help them through these turbulent times. Despite all the challenges, we've generated net income of $12.3 million for the quarter or $0.74 per diluted share, as compared to $11.1 million or $0.67 per share in the second quarter of 2020 and $12.8 million or $0.78 per share in the third quarter of 2019. The pre-tax pre-provision income for the third quarter was the highest in company history at $19.2 million, a $1.9 million increase from the second quarter of 2020, and a $283,000 increase from the third quarter of 2019. These strong results were made possible by the dedication and adaptability of our associates. Approximately $1.6 million of restructuring charges were included in the third quarter results in connection with 6 branch closures and staffing reductions announced in July as part of our enterprise standardization program. Excluding these non-recurring expenses, our efficiency ratio was just below 57% for the quarter. As I've shared previously, the enterprise standardization program is focused on improving operational efficiency and future profitability, while enhancing associate and customer experiences. Opportunities identified by the program have resulted in the implementation of robotic automation and the streamlining of processes and operations throughout the organization as well as the branch…

Thanks, Marty. Good morning, everyone. I'll be providing comments on several items with comparisons to the second quarter of 2020. Net interest income for the quarter was $35.5 million, an increase of $1.3 million from the linked quarter. The increase was driven by a higher level of interest-earning assets, primarily loan growth, which benefited from the PPP loan program. Net interest margin was 3.22%, down 1 basis point from the linked quarter. The average yield on interest-earning assets was 3.6%, a decrease of 16 basis points from the linked quarter. Cost of funds was 38 basis points, a decrease of 15 basis points. The margin compression we've experienced as compared to the linked quarter and prior year quarter is largely attributable to excess liquidity and elevated cash levels. The low interest rate environment and overall challenging economic environment have made it difficult to deploy cash in investment alternatives with attractive duration adjusted yields. The decline in interest-earning asset yield was driven by elevated cash levels, coupled with the impact of a lower rate environment on commercial loans and mortgage-backed securities and the impact of a full quarter of lower-yielding PPP loans. The impact on interest-earning asset yield of heightened federal reserve interest-earning cash and PPP loans was approximately 2 basis points and 1 basis point, respectively, when compared to the second quarter of 2020 and approximately 6 basis points and 5 basis points, respectively, when compared to the third quarter of 2019. The decline in cost of funds was driven by lower deposit costs and wholesale borrowing costs, driven by lower market interest rates and a favorable funding mix. Provision for credit losses for the quarter was $4 million, comprised of $3.6 million of provision for loans and $461,000 of provision for unfunded commitments. Credit losses were minimal for the…

Thank you, Justin. We benefit from a very stable Western New York and Finger Lakes market within Upstate New York, and our commercial customers are generally conservative in nature. Many of them learned valuable lessons in the Great Recession and were better prepared coming into the current COVID-19 environment. We continue to see significant improvement in loan deferrals. At June 30, $525 million of loans or 16% of total loans outstanding were on deferral. As disclosed in the third quarter investor presentation posted on our Investor Relation website yesterday. As of October 23, deferrals were down 86% to approximately $76 million or 2% of total loans. We continue to stay in close touch with our borrowers to monitor their operating environments as well as overall market trends. While we generated strong results in the third quarter and are seeing positive economic trends, we remain cautiously optimistic about the coming months and quarters. The economy will hinge on the impact of COVID on businesses and communities as the country manages through an increase in cases and a possible second wave. We continue taking great care of our customers and supporting our communities through these challenging times. Many of our support initiatives are described in the Five Star Bank 2020 Community Report, which is now posted to the Five Star Bank website and our Investor Relations website. I encourage you to read this report to better understand the many ways our company and our associates are giving back. Our outlook is positive, and we remain focused on driving strong outcome, supporting our customers' financial wellbeing, body of life for the communities we serve and building long term shareholder value. Operator, this concludes our prepared comments, and we are ready to open the call for questions.

We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Alex Twerdahl of Piper Sandler.

First off, I just wanted to start on the -- on NII and on the margin. You guys, I think, have done a very good job keeping the margin relatively stable. And as I look at the balance sheet with excess cash, and it looks like you've filled some room to bring deposit costs down, I mean, can we see margin stability from here and maybe even a little bit of expansion in the fourth quarter and into 2021?

So Alex, yes, I think the way I would think about that is, I'm pretty comfortable that our margin has become relatively stable. But saying that beyond the fourth quarter is kind of tough. At some point, deposit costs are going to bottom out, and then we might be subject to potentially some additional compression depending upon what happens with spreads in the market on commercial loans, et cetera, et cetera. And depending upon what happens to the shape of the yield curve, which I always like to talk about as well. So I'm only really willing to talk about at this point fourth quarter. And I do think that, again, barring anything unusual, I think we do have the opportunity to continue to maintain a relatively stable margin into the fourth quarter.

And then maybe I was hoping you could comment a little bit on the loan pipelines, and you guys grew a little bit of the consumer indirect this quarter. I know that's been a little bit less of a focus recently. But just sort of given what's going on in that market, does it make sense to turn those engines back on in more force?

So, Alex, the loan pipelines continue to be grounded in very strong customer relationships, strong sponsors from a CRE perspective and good operators in the C&I and small business perspective. And we continue to work with those customers. The background in Upstate New York, as I just mentioned, has been relatively stable economically. And that's grounded in the fact that the COVID up in this part of the world wasn't as severe or significant in terms of infection rate and therefore disruption to the economy. So we continue to see good activity coming from our customers. We were one of the first economies to open up. First regions to open up pursuant to Governor Cuomo's management in early in the pandemic, late spring, et cetera. So we'll continue to support those relationships and as incremental business is generated, pursue it. As far as indirect is concerned, I think it's down around 23% of our total loan portfolio, which is consistent with kind of our overarching management of the balance sheet in the last several years. And as you point out, it has been a terrific business for us. We've never changed our approach in terms of grounding it in fundamentally strong credit in the regions that we're serving and contiguous regions that are very similar to our geographic footprint in terms of the underlying economy and business trend. So in the Great Recession it was a real opportunity for us because there was a lot of volatility in the space. Large captives did exit. We are seeing some of that type of activity today. And the spreads continue to be actually very favorable right now for us. So that option is open for us as a lever to continue to push performance -- to drive performance.

And then just final question for me. You guys raised a little bit of sub debt earlier this month, added about almost 100 basis points to total capital. Just wondering if you could kind of go through sort of the priorities or the uses for that capital. And at 70-ish percent of tangible book value, do buybacks play a role in those capital priorities as well?

We spend a lot of time since the onset of pandemic as a management team and as well are working with and communicating with our Board in terms of what our capital outlook and long term performance for the company in light of this event that we're all working through. And as we've continued to analyze, and as we've talked about the decline in deferrals, we continue to become increasingly comfortable with our capital -- capitalization of the company, and we'll -- well, we'll consider the options in terms of how to use it. As we talked about in our prepared remarks, we want to support the continued growth of the company. We want to support opportunities, strategic, organic, and we are well aware of and have been evaluating the impact of a potential share buyback program. And when we finish our valuation, ultimately, that will be a call that our Board will have to make with us.

Our next question comes from Marla Backer of Sidoti.

So I'm trying to get my arms around like how things might be changing now in your specific markets, if they're changing at all? We're seeing spikes in cases in the New York City region. We're moving into colder weather, which might impact some of the businesses that reopened during the earlier portion of the pandemic, but reopened primarily outdoors. What are you seeing in your specific markets in response to some of these changes?

Well, we have, like, I guess, the rest of the country, are starting to see some -- the development of some hotspots in the markets that we are serving. But, generally, the communities have been very responsive and have defense measures in place in terms of distancing, shutting down school systems, whatever it might be. So, overall, the economy and the market and the communities continue to function as normal as possible. Our infection rates remain relatively low. I think it's around 4% as we speak. And direct action is taken when there appears to be, as I said, hotspots or increasing outbreaks -- direct outbreaks.

And in terms of deferrals, you mentioned it in your prepared remarks, and there's a slide in the slide deck. So they're down significantly since the beginning of the pandemic. But are you -- well, what's your -- what is your approach to individual requests for customized relief if you're getting that? And how are you handling that? Do you expect to see that go up potentially?

So -- yes, reflecting the improvement in the deferral rate and the decline across all of our portfolios that is referenced in our investor materials, we're encouraged by that. However, this remains a key issue for our company, for the banking industry and for our communities and for our country relative to the impact of COVID on these industries that are severely impacted by the pandemic. And so, talking with our regulators as well as grounded in our own policies and our own management and governance actions, we are prepared to continue to try to support our customers consistent with what the CARES Act is calling for, what the intention of the CARE Act is and doing it in a safe and sound manner.

And then my last question is about the nonbank revenue. And it was a little bit higher than I expected, which I thought was very positive. Can you talk to where you're seeing activity perhaps increase beyond what you had expected? Or if that's not the case, is this just normal business as usual? Can you talk to how those other businesses seem to be operating right now?

Justin?

Yes. Marla, I think one of the things to keep in mind is we do have some seasonality to some of our, I'll call it, fee income for -- we'll cover it as a total broad category. When it comes to things like our wealth management income, which is investment advisory income, we did see some strong growth there in the quarter. And a lot of that is really driven by increases in AUMs that, quite honestly, is not entirely driven by just market increases. We're seeing good inflows of cash into our customers' advisory accounts where they're adding new funds. We also have a somewhat seasonal increase -- I'll call it, seasonal increase in the insurance income. If you look back at the trend over time, the third quarter tends to be one of the highest quarters for our insurance business due to commercial renewals and other aspects of that business. So we are seeing strong growth. And some of the other areas that are pretty obvious, I think, our mortgage banking gain on sale revenue has been very strong as well and that's really driven by the low rate environment and a lot of the refinance activity that's taking place. And we've also increased the percentage of our mortgage business that we sell to the secondary market. We retain the servicing of the loans that we sell, but we do sell the loans into the secondary market. And we've been able to increase that percentage, which has also helped us increase the fee income recognition.

Hey, Marla, it's Marty again. I just want to jump back in. I reviewed my notes. And relative to infections, the hotspots that we have in our geographic footprint the infection rate is around 4%. But, generally, in our entire footprint, it still remains low below 1% as far as the COVID infection.

Our next question comes from Damon DelMonte with KBW.

So my first question regarding expenses and kind of the outlook there. Justin, any insight on the trending level on data processing or any other categories as we kind of look forward?

Yes. Thanks, Damon. I appreciate the question. So the increase that we saw in the quarter, if I remember correctly, was somewhere around $600,000 in that computer, data and processing category. I try not to get too specific to individual categories, because as you know, Damon, there are so many puts and takes in the expenses, seasonalities and things like marketing spend et cetera that just kind of bump around a little bit. But I will tell you that the total $600,000 is not a run rate increase. There is some sort of onetime type expenses in there associated with the digital banking launch. I think you can think about it as being about half of that increase. It's probably more run rate in nature. And what's interesting about the -- I think it goes for probably all software these days. It's -- most of it's, I'll call it, subscription service type software, you pay by volume. So we are going to see a little bit of volatility in that line item as well just based on volume increases and decreases as we get moving with that platform. I will also tell you that that platform is clearly delivering increased customer engagement. I'll just say that broadly. And it significantly increased a lot of our capabilities. So we are anticipating to continue to be able to grow revenue as a result of that platform. We did a pretty lengthy business case on that particular digital banking platform. So having said that, I am willing to give you some guidance for fourth quarter expenses. From my perspective, as I look at it pretty closely, we're thinking that we're going to hover around plus or minus a couple of hundred grand. But hover around the $26 million mark for the fourth quarter expenses.

My next question, as we kind of look at the credit quality trends, they continue to be very strong. You took the reserve up 5 basis points or so ex the PPP loans. What's your thought process on where you go with provisions -- so, with both provision and reserve levels from here? Do you feel like you've built an adequate reserve level? I know, caveat that with -- I know that there's factors you have to consider in your CECL modeling. But based on what you're seeing the underlying trends, do we look for provision levels similar to like second and third quarter? Or do you think you could actually go back to kind of 2019 levels where it was like maybe half of that?

Yes, it's a conundrum. We've been, obviously, very cautiously optimistic, as we keep saying about the performance of our book relative to deferrals, et cetera. But we've also been clear that the results of this pandemic have yet to really play out. So if you think about what happened this quarter with the unemployment rate going down, and as you know, national unemployment is our primary loss driver. It drove our quantitative model down. So the quantitative output that we got from our model said that we should be reducing reserves. And, frankly, as a company, we didn't feel comfortable that, that made sense at this point because we didn't feel comfortable that we really knew what things -- how things were going to play out. We, obviously, still don't know. What we did was we used our -- we already had developed our qualitative factors. They had been in place. And then when we saw this reduced forecast for unemployment, we had to make some adjustments from a qualitative perspective to ensure that we were recognizing the other factors that are driving reserve need outside of those -- that unemployment forecast. And so when we did that, it did help us better understand sort of that our reserve should, in fact, grow. And as you know, it grew by about 4 basis points on the quarter -- 4 or 5 basis points on the quarter. As far as next quarter is concerned, that's a really difficult one to predict. If unemployment rates go down dramatically from a forecast perspective, it could drive bank's models down so far that it's really difficult to even qualitatively hold the reserve where it is or increase the reserve. So it's just a really difficult thing to project for us just given where unemployment is and where it could go. Having said that, if it does, if forecasts go down that much you would hope that, that's driven by some really good news in the market that will be favorable to our portfolios. So it is difficult to predict. Damon, I appreciate the question. But, unfortunately, that's about all I can give you at this point.

And wasn't CECL supposed to make this process a little better for everybody? Apparently not so. Okay, and then just one more quick question, if I can. So when you talk about the margin outlook and the optimism of keeping it kind of steady or flat here in the fourth quarter, does that take into account the impact from the sub debt raise that you guys did earlier in this month?

Yes, it does.

Thank you, Damon.

[Operator Instructions] Our next question comes from Kevin Swanson of Hovde Group.

I just wanted to maybe a follow-up on the credit discussion. I appreciate the color. But thinking about the stimulus and maybe a potential for a second round, do you think that it's simply delayed losses? Or do you think it's actually gone a long way in saving some of the businesses and kind of helping out?

I do think it's had a very positive impact on the business. And I would say that the coordination between the legislative, executive and Federal Reserve System has really been superb in terms of helping provide relief efforts. As Justin talked about in his comments, our balance sheet has been impacted with cash balances that are sitting there, so that I recognize that the proceeds of the PPP and cash is fungible, but I think our customers that have participated in that program are sitting on some liquidity and some dry powder, if you will, to navigate future challenges with the pandemic in which way it goes. We are looking at our credits, those that have been impacted, and it's going to come down to hospitality, really probably for the most part, as well as some forms of retail. And we will look at these credits in an individual basis and determine ultimately the sustainability of those credits to bridge the pandemic and to kind of pick up where they were all acceptable credits pre-pandemic when it's over. And that's the process that we're going through. It is a work in process, and it's part of the uncertainty that Justin was talking about.

And then maybe just one more. Just thinking about LTVs, assuming the portfolios at origination on those, is that -- have you guys had any, I guess, price clarity whether through market, sales or transactions that you can kind of say, "okay, well, here's the new LTV number, the valuation for the business?" Or is it still too difficult to see?

It's still probably too early. But one of the things we've talked about consistently, and we're seeing it through this -- even this COVID environment, we just don't have the highs and the lows and the extremes of kind of the economic performance. And so our underlying real estate values, whether you're talking about consumer, individual houses, residential mortgage or the commercial properties, it trades in a very narrow range and is relatively stable. So -- but, as we go through this process that I just described, we will get some very good discovery in terms of new appraisals and seeing what happens to the market. And our approach will be to try to manage through if we end up providing bridges -- structures that help our customers bridge the pandemic, would be to try to maintain the integrity of the loan-to-value ratios that are grounded and called for in our credit policies.

This concludes the question-and-answer session. I would like to turn the call back over to Mr. Birmingham for any closing remarks.

I want to thank everyone for their participation on the call this morning. I also want to acknowledge our associates once again for their hard work and commitment to helping us produce these results, and we'll look forward to continuing this conversation at the end of the fourth quarter. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.