PATHFINDER BANCORP, INC. Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations (Unaudited) (type 10-Q)

General

The Company is a Maryland corporation headquartered in Oswego, New York. The

Company is 100% owned by public shareholders. The primary business of the

Company is its investment in Pathfinder Bank (the “Bank”), a New York State

chartered commercial bank, which is 100% owned by the Company. The Bank has two

wholly owned operating subsidiaries, Pathfinder Risk Management Company, Inc.

(“PRMC”) and Whispering Oaks Development Corp. All significant inter-company

accounts and activity have been eliminated in consolidation. Although the

Company owns, through its subsidiary PRMC, 51% of the membership interest in

FitzGibbons Agency, LLC (“Fitzgibbons” or “Agency”), the Company is required to

consolidate 100% of FitzGibbons within the consolidated financial

statements. The 49% of which the Company does not own, is accounted for

separately as a noncontrolling interest within the consolidated financial

statements. At March 31, 2022, the Company and subsidiaries had total

consolidated assets of $1.33 billion, total consolidated liabilities of $1.22

billion and shareholders’ equity of $109.1 million, plus noncontrolling interest

of $390,000, which represents the 49% of FitzGibbons not owned by the Company.

The following discussion reviews the Company’s financial condition at March 31,

2022 and the results of operations for the three month period ended March 31,

2022 and 2021. Operating results for the three months ended March 31, 2022 are

not necessarily indicative of the results that may be expected for the year

ending December 31, 2022 or any other period.

The following material under the heading “Management’s Discussion and Analysis

of Financial Condition and Results of Operations” is written with the

presumption that the users of the interim financial statements have read, or

have access to, the Company’s latest audited financial statements and notes

thereto, together with Management’s Discussion and Analysis of Financial

Condition and Results of Operations included in the 2021 Annual Report on Form

10-K filed with the Securities and Exchange Commission on March 25, 2022 (“the

consolidated annual financial statements”) as of December 31, 2021 and 2020 and

for the two years then ended. Therefore, only material changes in financial

condition and results of operations are discussed in the remainder of Item 2.

Statement Regarding Forward-Looking Statements

Certain statements contained herein are “forward looking statements” within the

meaning of Section 27A of the Securities Act of 1933 and Section 21E of the

Securities Exchange Act of 1934. This report contains forward-looking statements

that are based on assumptions and may describe future plans, strategies and

expectations of the Company. These forward-looking statements are generally

identified by use of the words “believe,” “expect,” “intend,” “anticipate,”

“estimate,” “project” or similar expressions. The Company’s ability to predict

results or the actual effect of future plans or strategies is inherently

uncertain. Factors which could have a material adverse effect on the operations

of the Company and its subsidiaries include, but are not limited to:

• Credit quality and the effect of credit quality on the adequacy of our

allowance for loan losses;

• Deterioration in financial markets that may result in impairment charges

relating to our securities portfolio;

• Competition in our primary market areas;

• Changes in interest rates, inflation and national or regional economic

conditions;

• Changes in monetary and fiscal policies of the U.S. Government, including

policies of the U.S. Treasury and the Federal Reserve Board;

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• Significant government regulations, legislation and potential changes

thereto;

• A reduction in our ability to generate or originate revenue-producing assets

as a result of compliance with heightened capital standards;

• Increased cost of operations due to greater regulatory oversight,

supervision and examination of banks and bank holding companies, and higher

deposit insurance premiums;

• Cyberattacks, computer viruses and other technological threats that may

breach the security of our websites or other systems;

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

• Government action in response to the COVID-19 pandemic and its effects on

our business and operations, including vaccination mandates and their

effects on our workforce, human capital resources and infrastructure;

• Limitations on our ability to expand consumer product and service offerings

due to anticipated stricter consumer protection laws and regulations; and

• Other risks described herein and in the other reports and statements we file

with the SEC.

Any one or a combination of the factors identified above could negatively impact

our business, financial condition and results of operations and prospects. These

risks and uncertainties should be considered in evaluating forward-looking

statements and undue reliance should not be placed on such statements. Except as

required by applicable law or regulation, the Company does not undertake, and

specifically disclaims any obligation, to release publicly the result of any

revisions that may be made to any forward-looking statements to reflect events

or circumstances after the date of the statements or to reflect the occurrence

of anticipated or unanticipated events.

COVID-19 Response

The World Health Organization (the “WHO”) declared COVID-19 a global pandemic on

March 11, 2020. In the United States, by the end of March 2020, the rapid

spread of the COVID-19 virus invoked various Federal and New York State

authorities to make emergency declarations and issue executive orders to limit

the spread of the disease. Measures included severe restrictions on

international and domestic travel, limitations on public gatherings,

implementation of social distancing and sanitization protocols, school closings,

orders to shelter in place and mandates to close all non-essential businesses to

the public. To varying degrees, these very substantial mandated curtailments of

social and economic activity had been progressively relaxed in the United States

during 2021, and were partially reinstated in some cases due to new variant

breakouts in various areas of the country. This relaxation of the social and

economic restrictions followed the increasingly wide-spread availability of

vaccines that were first made available to the most vulnerable population

segments in late 2020. These vaccines are generally considered to be effective

in reducing the severity of the infection, if contracted, and in slowing the

rate of spread of the coronavirus. However, the percentage of unvaccinated

people in the United States, and the potential for future mutations of the

coronavirus, remain significant long-term public health and economic concerns.

As a result of the initial and continuing outbreak, and governmental responses

thereto, the spread of the coronavirus caused us to modify our business

practices, in some cases substantially. These modifications included

restrictions on employee travel, employee work locations, and the cancellation

of physical participation in meetings, events and conferences. During the most

restrictive periods during the pandemic, the Company had many of its employees

working remotely and significantly reduced physical customer contact with

employees and other customers until the second quarter of 2021, when New York

State relaxed the majority of its safety mandates. At March 31, 2022, the Bank’s

offices and branches were fully accessible to the public. In the best interests

of our employees, customers, and business partners, we will take further action,

focused on safety, as may be required in the future by government authorities.

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

into law on March 27, 2020, provided financial assistance in various forms to

both businesses and consumers, including the establishment and funding of the

Paycheck Protection Program (“PPP”). In addition, the CARES Act also created

many directives affecting the operations of financial service providers, such as

the Company, including a forbearance program for federally-backed mortgage loans

and protections for borrowers from negative credit reporting due to

loan accommodations related to the national emergency. The banking regulatory

agencies issued guidance encouraging financial institutions to work prudently

with borrowers who were, or may be, unable to meet their contractual payment

obligations because of the

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effects of COVID-19. The Company has worked to assist its business and consumer

customers affected by COVID-19. While the CARES Act is widely-considered to

have been beneficial to the economic recovery and supportive of the Company’s

business activities, the long-term effect of this legislation on the operations

of the Company cannot be determined with certainty at this time.

As of the date of this filing, variants of the coronavirus, referred to as the

“Omicron” variant, along with sub-variants of Omicron, have emerged in the

United States and remain a concern in some regions and potentially, throughout

the country. These variants are believed to be more contagious than earlier

variants of the coronavirus. Certain previously-relaxed social distancing and

safety protocols may have to be reinstated locally or in other regions of the

country and it is possible that such protocols will be reinstated broadly in the

future. The economic effects of these varying protocol reinstatement actions on

the Company’s operations cannot be determined with certainty at this time.

Paycheck Protection Program

The Bank participated in all rounds of the PPP funded by the U.S. Treasury

Department and administered by the U.S. SBA pursuant to the CARES Act and

subsequent legislation. PPP loans have an interest rate of 1.0% and a two-year

or five-year loan term to maturity. The SBA guarantees 100% of the PPP loans

made to eligible borrowers. The entire principal amount of the borrower’s PPP

loan, including any accrued interest, is eligible to be reduced by the loan

forgiveness amount under the PPP so long as employee and compensation levels of

the business are maintained and the loan proceeds are used for qualifying

expenses. The PPP ended in May 2021. Information related to the Company’s PPP

loans are included in the following tables:

Unaudited For the three months ended

(In thousands, except number of loans) March 31, 2022 March 31, 2021

Number of PPP loans originated in the period – 421

Funded balance of PPP loans originated in the

period $ – $

34,487

Number of PPP loans forgiven in the period 93 206

Balance of PPP loans forgiven in the period $ 6,096 $

18,581

Deferred PPP fee income recognized in the

period $ 278 $ 412

For the three months ended

(In thousands, except number of loans) March 31, 2022 March 31, 2021

Unearned PPP deferred fee income at end of period $ 440 $ 1,468

(In thousands, except number of loans) Number Balance

Total PPP loans originated since inception 1,177 $ 111,721

Total PPP loans forgiven since inception 1,025 $ 98,429

Total PPP loans remaining at March 31, 2022 152 $ 13,292

Application of Critical Accounting Estimates

The Company’s consolidated quarterly financial statements are prepared in

accordance with accounting principles generally accepted in the United States

and follow practices within the banking industry. Application of these

principles requires management to make estimates, assumptions, and judgments

that affect the amounts reported in the consolidated quarterly financial

statements and accompanying notes. These estimates, assumptions, and judgments

are based on information available as of the date of the financial statements;

accordingly, as this information changes, the financial statements could reflect

different estimates, assumptions, and judgments. Certain accounting policies

inherently have a greater reliance on the use of estimates, assumptions, and

judgments and, as such, have a greater possibility of producing results that

could be materially different than originally reported. Estimates, assumptions,

and judgments are necessary when assets and liabilities are required to be

recorded at fair value or when an asset or liability needs to be recorded

contingent upon a future event. Carrying assets and liabilities at fair value

inherently results in more financial statement volatility. The fair values and

information used to record valuation adjustments for certain assets and

liabilities are based on quoted market prices or are provided by unaffiliated

third-party sources, when available. When third party information is not

available, valuation adjustments are estimated in good faith by management.

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The most significant accounting policies followed by the Company are presented

in Note 1 to the annual audited consolidated financial statements. These

policies, along with the disclosures presented in the other financial statement

notes and in this discussion, provide information on how significant assets and

liabilities are valued in the consolidated quarterly financial statements and

how those values are determined. Based on the valuation techniques used and the

sensitivity of financial statement amounts to the methods, assumptions, and

estimates underlying those amounts, management has identified the allowance for

loan losses, deferred income taxes, pension obligations, the evaluation of

investment securities for other than temporary impairment, the estimation of

fair values for accounting and disclosure purposes, and the evaluation of

goodwill for impairment to be the accounting areas that require the most

subjective and complex judgments. These areas could be the most subject to

revision as new information becomes available.

The allowance for loan losses represents management’s estimate of probable loan

losses inherent in the loan portfolio. Determining the amount of the allowance

for loan losses is considered a critical accounting estimate because it requires

significant judgment on the use of estimates related to the amount and timing of

expected future cash flows on impaired loans, estimated losses on pools of

homogeneous loans based on historical loss experience, and consideration of

current economic trends and conditions, all of which may be susceptible to

significant change.

Our Allowance for Loan and Lease Losses policy establishes criteria for

selecting loans to be measured for impairment based on the following:

Residential and Consumer Loans:

• All loans rated substandard or worse, on nonaccrual status, and above our

total related credit (“TRC”) threshold balance of $300,000.

• All Troubled Debt Restructured Loans.

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

• All loans rated substandard or worse, on nonaccrual status, and above our

TRC threshold balance of $100,000.

• All Troubled Debt Restructured Loans.

Impairment is measured by determining the present value of expected future cash

flows or, for collateral-dependent loans, the fair value of the collateral

adjusted for market conditions and selling expenses as compared to the loan

carrying value. For all other loans and leases, the Company uses the general

allocation methodology that establishes an allowance to estimate the probable

incurred loss for each risk-rating category.

Deferred income tax assets and liabilities are determined using the liability

method. Under this method, the net deferred tax asset or liability is recognized

for the future tax consequences. This is attributable to the differences between

the financial statement carrying amounts of existing assets and liabilities and

their respective tax bases as well as net operating and capital loss

carry-forwards. Deferred tax assets and liabilities are measured using enacted

tax rates applied to taxable income in the years in which those temporary

differences are expected to be recovered or settled. The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income tax

expense in the period that includes the enactment date. If current available

evidence about the future raises doubt about the likelihood of a deferred tax

asset being realized, a valuation allowance is established. The judgment about

the level of future taxable income, including that which is considered capital,

is inherently subjective and is reviewed on a continual basis as regulatory and

business factors change.

On April 7, 2021, the New York State Legislature approved comprehensive tax

legislation as part of the State’s 2022 Fiscal Year budget. The legislation

includes increased taxes on businesses and high-income individuals among other

tax law revisions. Other provisions include amendments to the real estate

transfer tax. The legislation increases the corporate franchise tax rate to

7.25% from 6.5% for tax years beginning on or after January 1, 2021 and before

January 1, 2024 for taxpayers with a business income base greater than $5.0

million. In addition, the previously scheduled phase-out of the capital base tax

has been delayed. The rate of the capital base was set to be reduced to 0%

starting in 2021. The legislation imposes the tax at the rate of 0.1875% for tax

years beginning on or after January 1, 2021 and before January 1, 2024, with the

0% rate to take effect in 2024. Management continues to evaluate the projected

impact of this newly

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issued New York State tax legislation on the Company’s financial condition and

results of operations and believes that these provisions require an increase in

the Company’s income tax expense for the three months ended March 31, 2022,

thereby requiring an increase in the Company’s effective tax rate to 21% for the

three months ended March 31, 2022 as compared to the effective tax rate of

20.6%, for the same three month period in 2021.

The Company’s effective tax rate typically differs from the 21% federal

statutory tax rate due primarily to New York State income taxes, partially

offset by tax-exempt income from specific types of investment securities and

loans, bank owned life insurance, and to a much lesser degree, the utilization

of low income housing tax credits. Other variances from the federal statutory

federal tax rate are due to the effects of transitional adjustments related to

state income taxes. In addition, the tax effects of certain incentive stock

option activity may reduce the Company’s effective tax rate on a sporadic basis.

We maintain a noncontributory defined benefit pension plan covering most

employees. The plan provides defined benefits based on years of service and

final average salary. On May 14, 2012, we informed our employees of our decision

to freeze participation and benefit accruals under the plan, primarily to reduce

some of the volatility in earnings that can accompany the maintenance of a

defined benefit plan. Pension and post-retirement benefit plan liabilities and

expenses are based upon actuarial assumptions of future events; including fair

value of plan assets, interest rates, and the length of time the Company will

have to provide those benefits. The assumptions used by management are discussed

in Note 14 to the consolidated annual financial statements.

The Company carries all of its available-for-sale investments at fair value with

any unrealized gains or losses reported, net of tax, as an adjustment to

shareholders’ equity and included in accumulated other comprehensive income

(loss), except for the credit-related portion of debt securities’ impairment

losses and other-than-temporary impairment (“OTTI”) of equity securities which

are charged to earnings. The Company’s ability to fully realize the value of its

investments in various securities, including corporate debt securities, is

dependent on the underlying creditworthiness of the issuing organization. In

evaluating the debt securities (both available-for-sale and held-to-maturity)

portfolio for other-than-temporary impairment losses, management considers (1)

if we intend to sell the security; (2) if it is “more likely than not” we will

be required to sell the security before recovery of its amortized cost basis; or

(3) if the present value of expected cash flows is insufficient to recover the

entire amortized cost basis. When the fair value of a held-to-maturity or

available-for-sale security is less than its amortized cost basis, an assessment

is made as to whether OTTI is present. The Company considers numerous factors

when determining whether a potential OTTI exists and the period over which the

debt security is expected to recover. The principal factors considered are (1)

the length of time and the extent to which the fair value has been less than the

amortized cost basis, (2) the financial condition of the issue and (guarantor,

if any) and adverse conditions specifically related to the security, industry or

geographic area, (3) failure of the issuer of the security to make scheduled

interest or principal payments, (4) any changes to the rating of the security by

a nationally recognized statistical rating organization (“NRSRO”), and (5) the

presence of credit enhancements, if any, including the guarantee of the federal

government or any of its agencies.

The estimation of fair value is significant to several of our assets; including

available-for-sale and marketable equity investment securities, intangible

assets, foreclosed real estate, and the value of loan collateral when valuing

loans. These are all recorded at either fair value, or the lower of cost or fair

value. Fair values are determined based on third party sources, when

available. Furthermore, accounting principles generally accepted in the United

States require disclosure of the fair value of financial instruments as a part

of the notes to the annual audited consolidated financial statements. Fair

values on our available-for-sale securities may be influenced by a number of

factors including market interest rates, prepayment speeds, discount rates, and

the shape of yield curves.

Fair values for securities available-for-sale are obtained from unaffiliated

third party pricing services. Where available, fair values are based on quoted

prices on a nationally recognized securities exchange. If quoted prices are not

available, fair values are measured using quoted market prices for similar

benchmark securities. Management made no adjustments to the fair value quotes

that were provided by the pricing sources. Fair values for marketable equity

securities are based on quoted prices on a nationally recognized securities

exchange for similar benchmark securities. The fair values of foreclosed real

estate and the underlying collateral value of impaired loans are typically

determined based on evaluations by third parties, less estimated costs to

sell. When necessary, appraisals are updated to reflect changes in market

conditions.

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Management performs an annual evaluation of our goodwill for possible impairment

at each of our reporting units. Based on the results of the December 31, 2021

evaluation, management has determined that the carrying value of goodwill was

not impaired as of that date. Management will continuously evaluate all relevant

economic and operational factors potentially affecting the Bank or the fair

value of its assets, including goodwill. Should the current pandemic, or the

future economic consequences thereof, require a significant and sustained change

in the operations of the Bank, re-evaluations of the Bank’s goodwill valuation

will be conducted on a more frequent basis.

Recent Events

On March 25, 2022, the Company announced that its Board of Directors declared a

cash dividend of $0.09 per share on the Company’s voting common and non-voting

common stock, and a cash dividend of $0.09 per notional share for the issued

warrant relating to the fiscal quarter ended March 31, 2022. The dividend was

payable to all shareholders of record on April 22, 2022 and was paid on May 6,

2022.

Overview and Results of Operations

The following represents the significant highlights of the Company’s operating

results between the first quarter of 2022 and the first quarter of 2021.

• Net income increased $796,000, or 37.0%, to $3.0 million.

• Basic and diluted earnings per share were both $0.49 per share and increased

$0.13 per share from $0.36 per share.

• Return on average assets increased 22 basis points to 0.90% as the increase

in income outpaced the increase in average assets.

• Net interest income, after provision for loan losses, increased $1.8

million, or 24.3%, to $9.4 million. Excluding the provision, net interest

income increased $907,000, or 10.6%, to $9.5 million. The increase in net

interest income, after provision for loan losses, was primarily due to the

increase in the average balance of interest-earning assets, coupled with a

decrease in the average rate paid on average interest-bearing

liabilities. These increases were offset by a 10 basis point decrease in the

average yield earned on the average balance of interest-earning assets.

Additionally, a reduction in the provision for loan losses of $926,000 was

reflective of improving asset quality metrics. The credit sensitive

portfolios continue to be carefully monitored.

• The net interest margin for the first quarter of 2022 was 3.06%, a 21 basis

point increase compared to 2.85% for the first quarter of 2021. This

improvement reflects a 36 basis point decline in the average cost paid on

interest-bearing liabilities, with a 10 basis point decrease in the average

yield earned on interest-earning assets.

• The effective income tax rate increased .40% to 21.0% for the three months

ended March 31, 2022 as compared to 20.6% for the same three month period in

2021. The increase in the tax rate in the first quarter of 2022, as compared

to the same quarter in 2021, was primarily related to an increase in pretax

income and an increase in New York State permanent differences, which

created higher state taxable income subject to the tax rate of 7.25%.

The following reflects the significant changes in financial condition between

December 31, 2021 and March 31, 2022. In addition, the following reflects

significant changes in asset quality metrics between December 31, 2021, March

31, 2022 and March 31, 2021.

• Total assets increased $43.2 million, or 3.4% to $1.33 billion at March 31,

2022, as compared to December 31, 2021, primarily driven by higher

investment securities’ balances and loan balances.

• Asset quality metrics, as measured by net loan charge-offs, remained stable,

in comparison to recent reporting periods. The annualized net loan

charge-offs to average loans ratio was 0.02% for the first quarter of 2022,

compared to 0.05% for the first quarter of 2021, and 0.10% for the fourth

quarter of 2021. Nonperforming loans to total loans decreased 154 basis

points to 0.93% at March 31, 2022, compared to 2.5% at March 31, 2021.

Nonperforming loans to total loans decreased 7 basis points to 0.93% at

March 31, 2022 compared to 1.0% at December 31, 2021. Correspondingly, the

ratio of the allowance for loan losses to nonperforming loans was 163.8% at

March 31, 2022, as compared to 64.2% at March 31, 2021, and 156.0% at

December 31, 2021.

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The Company had net income of $3.0 million for the three months ended March 31,

2022 compared to net income of $2.2 million for the three months ended March 31,

2021. The $796,000 increase in net income was due primarily to a $40,000

increase in interest and dividend income, an $867,000 decrease in interest

expense, and a $926,000 decrease in the provision for loan losses. Partially

offsetting the increases to net income was a $242,000 decrease in noninterest

income, a $616,000 increase in noninterest expense and a $172,000 increase in

income tax expense.

Net interest income before the provision for loan losses increased $907,000, or

10.6%, to $9.5 million for the three months ended March 31, 2022 as compared to

$8.6 million for the same three month period in 2021. The increase was primarily

a result of a 36 basis points decrease in the average cost of interest-bearing

liabilities between the year-over-year first quarter periods. Further, the

increase was a result of increases in average interest-earning asset balances,

primarily in the investment categories, offset by a decrease in the average

yield of interest-earning assets of 10 basis points to 3.54% for the three

months ended March 31, 2022 from 3.6% for the same three month period of the

previous year. The increase in interest income was partially reduced in the

three months ended March 31, 2022 by reductions in the level of deferred PPP fee

income recognized in the period due to the decreased levels of forgiveness in

the three months ended March 31, 2022 as compared to the same three month period

in the previous year.

In comparing the year-over-year first quarter periods, the return on average

assets increased 22 basis points to 0.90% due to the combined effects of the

increase in net income (the numerator in the ratio) and the increase in average

assets (the denominator in the ratio). Average assets increased due to increases

in average taxable securities of $21.0 million and average tax-exempt securities

of $20.5 million in the first quarter of 2022, as compared to the same quarter

of 2021. Average interest-bearing deposits increased $45.0 million in the first

quarter of 2022, as compared with the same quarter in 2021. Noninterest-bearing

deposits totaled $199.2 million at March 31, 2022, an increase of $18.7 million,

or 10.4%, compared to March 31, 2021. The increases in noninterest-bearing

deposits were primarily the result of the Bank’s participation in the PPP, as

well as ongoing growth in business banking relationships. In addition, the Bank

has seen a general increase in the average account balance for consumer deposits

consistent with similar increases generally reported throughout the industry.

These increases are expected to be transitory and relate primarily to

significant levels of economic stimulus combined with reduced levels of consumer

spending related to the pandemic. At this time, it cannot be determined with

certainty how long it will be before these deposits return to historically

normal levels.

For the first three months of 2022, we recorded $102,000 in provision for loan

losses as compared to $1.0 million in the same prior year three month

period. The provision is reflective of (1) the qualitative factors used in

determining the adequacy of the allowance for loan losses, (2) the size of the

loan portfolio, and (3) delinquent and nonaccrual loans. The decline in the

provision for loan losses in the first quarter of 2022, as compared to the same

period in the first quarter of 2021, was primarily related to the improvement in

the qualitative factors used by the Company to determine the provision in 2022,

as compared to the same period in the previous year. The improvement in these

qualitative factors was due to observed improvements in economic conditions

during the second half of 2021 and the first quarter of 2022 that followed the

easing of the most restrictive phases of the COVID-19 pandemic that had existed

in 2020 and the first half of 2021. The credit sensitive portfolios continue to

be carefully monitored. Please refer to the asset quality section below for a

further discussion of asset quality as it relates to the allowance for loan

losses.

Net Interest Income

Net interest income is the Company’s primary source of operating income for

payment of operating expenses and providing for loan losses. It is the amount by

which interest earned on loans, interest-earning deposits, and investment

securities, exceeds the interest paid on deposits and other interest-bearing

liabilities. Changes in net interest income and net interest margin result from

the interaction between the volume and composition of interest-earning assets,

interest-bearing liabilities, related yields, and associated funding costs.

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The following table sets forth information concerning average interest-earning

assets and interest-bearing liabilities and the average yields and rates thereon

for the periods indicated. Interest income and resultant yield information in

the tables has not been adjusted for tax equivalency. Averages are computed on

the daily average balance for each month in the period divided by the number of

days in the period. Yields and amounts earned include loan fees. Nonaccrual

loans have been included in interest-earning assets for purposes of these

calculations.

(Unaudited)

For the three months ended March 31,

2022 2021

Average Average

Unaudited Average Yield / Average Yield /

(Dollars in thousands) Balance Interest Cost Balance Interest Cost

Interest-earning assets:

Loans $ 845,461 $ 8,692 4.11 % $ 849,676 $ 8,847 4.16 %

Taxable investment

securities 329,291 2,168 2.63 % 308,259 2,063 2.68 %

Tax-exempt investment

securities 32,721 118 1.44 % 12,234 29 0.95 %

Fed funds sold and

interest-earning deposits 31,830 4 0.05 % 32,414 3 0.04 %

Total interest-earning

assets 1,239,303 10,982 3.54 % 1,202,583 10,942 3.64 %

Noninterest-earning

assets:

Other assets 91,622 82,353

Allowance for loan losses (13,031 ) (13,057 )

Net unrealized

(losses)/gains

on available-for-sale

securities (1,334 ) 1,314

Total assets $ 1,316,560 $ 1,273,193

Interest-bearing

liabilities:

NOW accounts $ 106,894 $ 71 0.27 % $ 94,951 $ 57 0.24 %

Money management accounts 16,072 4 0.10 % 15,597 4 0.10 %

MMDA accounts 261,898 246 0.38 % 235,289 255 0.43 %

Savings and club accounts 138,585 48 0.14 % 111,317 33 0.12 %

Time deposits 377,907 596 0.63 % 399,176 1,178 1.18 %

Subordinated loans 29,578 412 5.57 % 39,412 557 5.65 %

Borrowings 63,528 138 0.87 % 85,070 298 1.40 %

Total interest-bearing

liabilities 994,462 1,515 0.61 % 980,812 2,382 0.97 %

Noninterest-bearing

liabilities:

Demand deposits 199,164 180,442

Other liabilities 11,904 11,944

Total liabilities 1,205,530 1,173,198

Shareholders’ equity 111,030 99,995

Total liabilities &

shareholders’ equity $ 1,316,560 $ 1,273,193

Net interest income $ 9,467 $ 8,560

Net interest rate spread 2.93 % 2.67 %

Net interest margin 3.06 % 2.85 %

Ratio of average

interest-earning assets

to average

interest-bearing

liabilities 124.62 % 122.61 %

As indicated in the above table, net interest income, before provision for loan

losses, increased $907,000, or 10.6%, to $9.5 million for the three months ended

March 31, 2022 as compared to $8.6 million for the same prior year period. This

increase was due principally to the $36.7 million, or 3.1%, increase in the

average balance of interest-earning assets, offset by a decrease of 10 basis

points on the average yield earned on those assets. These positive factors on

net interest income were partially offset by an increase in the average balance

of interest-bearing liabilities of $13.7 million, or 1.4%. The negative effect

of this increase in the average balance of interest-bearing liabilities on net

interest income however, was partially offset by a decrease of 36 basis points

on the average interest rate paid on those liabilities. In total, net interest

margin increased 21 basis points to 3.06%. The following analysis should also be

viewed in conjunction with the table below which reports the changes in net

interest income attributable to rate and volume.

– 54 –

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Interest and dividend income increased $40,000, or 0.1%, to $11.0 million for

the three months ended March 31, 2022 compared to $10.9 million for the same

three month period in 2021. This increase was due to an increase in the average

balance of interest earning assets, which increased between the year-over-year

first quarter periods by 3.1%, primarily as a result of an increase in the

average balance of investment securities. The average balance of investment

securities increased by $41.2 million primarily due to increased purchases of

investment securities throughout the twelve months ended March 31, 2022. These

increased investment security purchases were primarily funded by increased

levels of customer deposits placed with the Bank during 2021. The decrease in

the average yield earned on loans was primarily due to the recognition of

deferred PPP fee income in the period due to the increased levels of forgiveness

in the three month period ended March 31, 2022. PPP deferred fee recognition

(recorded as an increase to loan interest income) was $278,000 in the three

months ended March 31, 2022 as compared to $459,000 for the same three month

period in 2021. Please refer to the PPP tables above for the full impact of PPP

loans on average loan yields.

Interest expense for the three months ended March 31, 2022 decreased $867,000,

or 36.4%, to $1.5 million when compared to the same prior year period. This

decrease was primarily due to a 36 basis points decline in the cost of

interest-bearing liabilities. Deposit interest expense decreased $562,000, or

36.8%, to $965,000 due to a 28 basis points decrease in the annualized average

rate paid on deposits to 0.43% for the three months ended March 31, 2022, as

compared to 0.71% for the three months ended March 31, 2021. This was partially

offset by a $45.0 million increase in the average balance of interest-bearing

deposits during the same time periods due to increases in average consumer,

business and municipal deposit balances. These increases in average deposit

balances were substantially derived from the effects of the various economic

stimulus programs instituted in response to the Covid-19 pandemic, principally

the PPP program and significant stimulus grant payments made to various

municipalities and municipal agencies within the Bank’s customer base. This

decrease in the average cost of deposits was primarily due to a 55 basis points

decrease in the average rates paid on time deposits during the three months

ended March 31, 2022, as compared to the same three month period in 2021, due to

the general decline in market interest rates during 2021 after the first quarter

of that year.

Net interest income for the three months ended March 31, 2022 was $9.5 million,

compared to $9.7 million for the three months ended December 31, 2021. The

average balance of interest-earning assets increased $54.2 million for the

quarter ended March 31, 2022 to $1,239 million from $1,185 million for the

quarter ended December 31, 2021. The net interest margin percentage decreased

from 3.28% for the three months ended December 31, 2021 to 3.06% for the three

months ended March 31, 2022. The primary driver of the decrease in net interest

income and margin was a $205,000, or 1.8%, decrease in interest dividend income

to $11.0 million for the three months ended March 31, 2022 compared to $11.2

million for the three months ended December 31, 2021. This decrease was

primarily due to a $238,000 quarter-over-quarter decline in loan income in the

quarter ended March 31, 2022, as compared to the immediately preceding quarter,

This decline in loan income was primarily due to $102,000 in non-recurring

settlement adjustments made in January of 2022, causing a quarter over quarter

variance of $204,000 in loan income. The nonrecurring settlement adjustments

related to two purchased loan pools, with an aggregate amortized cost of $43.5

million, acquired in the fourth quarter of 2021. In addition, loan income in the

three months ended March 31, 2022 was lower than in the previous quarter as PPP

deferred fee recognition (recorded as an increase to loan interest income)

declined to $278,000 in the three months ended March 31, 2022 as compared to

$408,000 for the three months ended December 31, 2021.

For the full year ended December 31, 2022, management projects a net interest

margin of 3.13-3.18%. This is a forward looking projection relying on internal

analyses performed by the Company’s management. These analyses are based on the

interest-earning assets and liabilities held on the Company’s balance sheet at

March 31, 2022. This projection considers both forecasted asset and liability

repricing expectations as well as anticipated reinvestment rates for expected

future asset and liability cash flows. The analyses were prepared in

consideration of forward and spot Treasury and swap markets observations at

March 31, 2022. These markets are subject to frequent and potentially

significant changes and, therefore, no absolute assurance can be made as to the

accuracy of the resultant forward projections.

Rate/Volume Analysis

Net interest income can also be analyzed in terms of the impact of changing

interest rates on interest-earning assets and interest-bearing liabilities and

changes in the volume or amount of these assets and liabilities. The following

table represents the extent to which changes in interest rates and changes in

the volume of interest-earning assets and interest-bearing liabilities have

affected the Company’s interest income and interest expense during the periods

indicated. Information is provided in each category with respect to: (i) changes

attributable to changes in volume (change in volume

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multiplied by prior rate); (ii) changes attributable to changes in rate (changes

in rate multiplied by prior volume); and (iii) total increase or

decrease. Changes attributable to both rate and volume have been allocated

ratably. Tax-exempt securities have not been adjusted for tax equivalency.

Please refer to the PPP table in the previous section for information on PPP

loans and the impact on loan income for the three months ended March 31, 2022

and 2021.

Three months ended March 31,

2022 vs. 2021

Increase/(Decrease) Due to

Total

Unaudited Increase

(In thousands) Volume Rate (Decrease)

Interest Income:

Loans $ (47 ) $ (108 ) $ (155 )

Taxable investment securities 312 (207 ) 105

Tax-exempt investment securities 68 21 89

Interest-earning deposits – 1 1

Total interest income 333 (293 ) 40

Interest Expense:

NOW accounts 8 6 14

Money management accounts – – –

MMDA accounts 116 (125 ) (9 )

Savings and club accounts 9 6 15

Time deposits (60 ) (522 ) (582 )

Subordinated loans (137 ) (8 ) (145 )

Borrowings (64 ) (96 ) (160 )

Total interest expense (128 ) (739 )

(867 )

Net change in net interest income $ 461 $ 446 $ 907

Provision for Loan Losses

We establish a provision for loan losses, which is charged to operations, at a

level management believes is appropriate to absorb probable incurred credit

losses in the loan portfolio. In evaluating the level of the allowance for loan

losses, management considers historical loss experience, the types of loans and

the amount of loans in the loan portfolio, adverse situations that may affect

the borrower’s ability to repay, estimated value of any underlying collateral,

and prevailing economic conditions. This evaluation is inherently subjective as

it requires estimates that are susceptible to significant revision as more

information becomes available or as future events change. The provision for loan

losses represents management’s estimate of the amount necessary to maintain the

allowance for loan losses at an adequate level.

Management extensively reviews recent trends in historical losses, qualitative

factors and specific reserve needs on loans individually evaluated for

impairment in its determination of the adequacy of the allowance for loan

losses. We recorded $102,000 in provision for loan losses for the three month

period ended March 31, 2022, as compared to $1.0 million for the three month

period ended March 31, 2021. The provisioning in the first quarter of 2022 and

2021 reflects management’s determination of prudent additions to reserves

considering loan mix changes, concentrations of loans in certain business

sectors, factors related to loan quality metrics, and continued COVID-19 related

economic uncertainty. The decrease in the provision for loan losses in the first

quarter of 2022, as compared to the same period in 2021, was primarily related

to the improvement in the qualitative factors used by the Company to determine

the provision in the first quarter of 2022, as compared to the previous year’s

first quarter. The improvement in these qualitative factors was due to observed

improvements in economic conditions during 2022 that followed the easing of the

most restrictive phases of the COVID-19 pandemic that had existed in 2021. The

Company’s credit-sensitive portfolios continue to be carefully monitored.

The Company measures delinquency based on the amount of past due loans as a

percentage of total loans. The ratio of delinquent loans to total loans

decreased to 2.12% at March 31, 2022 as compared to 2.14% at December 31,

2021. Delinquent loans (numerator) increased $283,000 while total loan balances

(denominator) increased $23.1 million at March 31, 2022, as compared to December

31, 2021. The increase in past due loans was primarily driven by an increase

– 56 –

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of $1.4 million in loans delinquent 60-89 days, partially offset by a $761,000

decrease in loans delinquent 30-59 days past due, and a $318,000 decrease in

loans delinquent 90 days and over.

At March 31, 2022, there were $18.1 million in loans past due including $4.5

million in loans 30-59 days past due, $6.0 million in loans 60-89 days past due

and $7.7 million in loans 90 or more days past due. At December 31, 2021, there

were $17.9 million in loans past due including $5.2 million in loans 30-59 days

past due, $4.6 million in loans 60-89 days past due and $8.0 million in loans 90

or more days past due.

Noninterest Income

The Company’s noninterest income is primarily comprised of fees on deposit

account balances and transactions, loan servicing, commissions, including

insurance agency commissions, and net gains on sales of securities, loans, and

foreclosed real estate.

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

periods indicated:

Unaudited For the three months ended

(Dollars in thousands) March 31, 2022 March 31, 2021 Change

Service charges on deposit accounts $ 259 $ 331 $ (72 ) -21.8 %

Earnings and gain on bank owned life

insurance 162 125 37 29.6 %

Loan servicing fees 117 90 27 30.0 %

Debit card interchange fees 228 221 7 3.2 %

Insurance agency revenue 299 280 19 6.8 %

Other charges, commissions and fees 413 243 170 70.0 %

Noninterest income before (losses)

gains 1,478 1,290 188 14.6 %

Net gains on sales of securities, fixed

assets, loans and foreclosed

real estate 57 321 (264 ) -82.2 %

Gains on marketable equity securities 68 234 (166 ) -70.9 %

Total noninterest income $ 1,603 $

1,845 $ (242 ) -13.1 %

First quarter 2022 noninterest income was $1.6 million, a decrease of $242,000,

or 13.1%, compared to $1.8 million for the same three-month period in 2021. The

decrease in noninterest income, as compared to the same quarter of the previous

year, was primarily due to a $201,000 non-recurring gain, recorded in the first

quarter of 2021, related to the Bank’s sale of land previously held for

development. Noninterest income categorized as recurring noninterest income was

$1.5 million for the first quarter of 2022, reflecting a $188,000, or 14.6%,

improvement over the first quarter of the prior year. Recurring noninterest

income excludes unrealized gains on equity securities, gains on sales of loans,

foreclosed real estate, and premises and equipment, as well as losses on

investment securities.

Offsetting these increases in noninterest income before (losses) and gains for

the three month period, were decreases of $264,000 in gains on sales of

securities, fixed assets, loans and foreclosed real estate, and a $166,000

decrease in gains on marketable equity securities in the quarter ended March 31,

2022, as compared to the prior year in the same quarter.

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Noninterest Expense

The following table sets forth certain information on noninterest expense for

the periods indicated:

Unaudited For the three months ended

(Dollars in thousands) March 31, 2022 March 31, 2021 Change

Salaries and employee benefits $ 4,049 $ 3,341 $ 708 21.2 %

Building and occupancy 826 793 33 4.2 %

Data processing 550 676 (126 ) -18.6 %

Professional and other services 393 417 (24 ) -5.8 %

Advertising 187 246 (59 ) -24.0 %

FDIC assessments 222 198 24 12.1 %

Audits and exams 141 202 (61 ) -30.2 %

Insurance agency expense 204 206 (2 ) -1.0 %

Community service activities 62 88 (26 ) -29.5 %

Foreclosed real estate expenses 13 6 7 116.7 %

Other expenses 605 463 142 30.7 %

Total noninterest expenses $ 7,252 $

6,636 $ 616 9.3 %

Total noninterest expense for the first quarter of 2022 was $7.3 million, an

increase of $616,000, or 9.3%, compared to $6.6 million for the same three-month

period in 2021. The increase was primarily driven by increases in salaries and

employee benefits expense of $708,000, or 21.2%.

The $708,000 year-over-year increase in salaries and employee benefits expense

was comprised of a $239,000 reduction in deferrals of personnel-related loan

origination costs, a $207,000, or 7.9%, increase in salaries, a $206,000

increase in incentives expense and a $56,000 net increase in all other salaries

and employee benefits expenses.

The $239,000 reduction in personnel-related costs deferred under generally

accepted accounting principles in the first quarter of 2022, as compared to the

same quarter in 2021, related to reduced levels of PPP loans loan originated in

2022 as compared to the previous year. The Company originated no PPP loans in

the first quarter of 2022, as compared to $34.5 million in the first quarter of

2021.

The $207,000 increase in salaries expense was primarily due to increases in

individual salaries, effective in the first quarter of 2022, as well as modest

additions to staff headcount. The Company increased its salary structure for

employees, where deemed to be appropriate, in late 2021 and early 2022 in order

to effectively respond to inflationary and competitive pressures within our

marketplace relative to the recruitment and retention of talent.

The $206,000 increase in incentives expense in the first quarter of 2022, as

compared to the same quarter in 2021, was primarily due to reductions in the

amounts paid in the first quarter of 2021 for management and sales incentives in

response to reduced sales and business activity in 2020 as a result of the

pandemic and adjustments made to the Bank’s performance incentive

plans. Management believes that the level of incentive expense in the first

quarter of 2022 is indicative of the quarterly level of such expenses expected

for the remainder of 2022.

Partially offsetting the increase in salaries and employee benefits expense was

a $126,000, or 18.6%, reduction in data processing expenses, primarily the

result of a reduction in ATM processing fees that was in turn primarily driven

by third-party vendor refunds obtained through contract renegotiation

activities.

At March 31, 2022, the Bank serviced 507 residential mortgage loans in the

aggregate amount of $52.0 million that have been sold on a non-recourse basis to

FNMA. FNMA is the only unrelated third-party that has acquired loans originated

by the Bank. On an infrequent basis, loans previously sold to FNMA that

subsequently default may be found to have underwriting defects that place the

loans out of compliance with the representations and warranties made by the

Bank. This can occur at any time while the loan is outstanding. In such cases,

the Bank is required to repurchase the defaulted loans from FNMA. Repurchase

losses sustained by the Bank include all costs incurred by FNMA as part of the

foreclosure process, including items such as delinquent property taxes and legal

fees. No such claims against the Bank were made by FNMA in the three month

periods ended in either March 31, 2022 or March 31, 2021. Management

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continues to monitor the underwriting standards applied to all residential

mortgage loan originations and subsequent sales through its quality control

processes and considers these occurrences and their related expenses to be

isolated instances.

Income Tax Expense

Income tax expense increased $172,000 to $721,000, with an effective tax rate of

21.0%, for the quarter ended March 31, 2022, as compared to $549,000, with an

effective tax rate of 20.6%, for the same three month period in 2021. The

increase in income tax expense in the current quarter, as compared to the same

quarter in 2021, was primarily attributable to the year-over-year quarterly

increase in pre-tax net income. The federal statutory rate applied to pretax

income was 21% for the three month periods ended March 31, 2022 and 2021.

On April 7, 2021, the New York State Legislature approved comprehensive tax

legislation as part of the State’s 2022 Fiscal Year budget. The legislation

includes increased taxes on businesses and high-income individuals among other

tax law revisions. Other provisions include amendments to the real estate

transfer tax. The legislation increases the corporate franchise tax rate to

7.25% from 6.5% for tax years beginning on or after January 1, 2021 and before

January 1, 2024 for taxpayers with a business income base greater than $5.0

million. In addition, the previously scheduled phase-out of the capital base tax

has been delayed. The rate of the capital base was to have been reduced to 0%

starting in 2021. The legislation imposes the tax at the rate of 0.1875% for tax

years beginning on or after January 1, 2021 and before January 1, 2024, with the

0% rate to take effect in 2024. Management continues to evaluate the impact of

this amended New York State tax legislation on the Company’s financial condition

and results of operations and has incorporated these analyses into the recorded

effective tax rate for the three months ended March 31, 2022.

The Company’s effective tax rate of 21% is due primarily to increased pretax

income, New York State income taxes, partially offset by tax-exempt income from

specific types of investment securities and loans, bank owned life insurance,

and, to a much lesser degree, the utilization of low income housing tax credits.

Other variances from the federal statutory federal tax rate are due to the

effects of transitional adjustments related to state income taxes. In addition,

the tax effects of certain incentive stock option activity may reduce the

Company’s effective tax rate on a sporadic basis.

Earnings per Share

Basic and diluted earnings per share were $0.49 per share for the first quarter

of 2022, as compared to $0.36 per basic and diluted share for the same quarter

of 2021. The increase in earnings per share between these two periods was due to

the increase in net income between these two time periods. Further information

on earnings per share can be found in Note 3 of this Form 10-Q.

Changes in Financial Condition

Assets

Total assets increased $43.2 million, or 3.4%, to $1.33 billion at March 31,

2022 as compared to $1.29 billion at December 31, 2021. This increase was due

primarily to increases in loans and investment securities.

Loans totaled $855.6 million, an increase of $23.1 million compared to $832.5

million at December 31, 2021. Primarily due to increases of $14.4 million in

commercial real estate loans and $14.0 million in commercial business loans.

Investment securities increased $14.5 million, or 4.1%, to $370.9 million at

March 31, 2022, as compared to $356.4 million at December 31, 2021, due

principally to purchases of securities during the first three months of 2022,

that were only partially offset by sales and redemptions of securities and

unrealized losses in the portion of the investment portfolio characterized as

available-for-sale.

Liabilities

Total liabilities increased $44.4 million, or 3.8%, to $1.22 billion at March

31, 2022, compared to $1.17 billion at December 31, 2021. Deposits increased

$58.7 million, or 5.6%, to $1.11 billion at March 31, 2022, compared to $1.06

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billion at December 31, 2021. Interest-bearing deposits were the primary driver

of growth between the comparable periods and totaled $909.3 million at March 31,

2022, an increase of $45.9 million, or 5.3% from the 2021 year-end.

Borrowed funds balances from the FHLB-NY decreased $14.6 million, or 18.9%, to

$62.5 million at March 31, 2022 from $77.1 million at December 31, 2021 as the

Bank primarily used net incoming deposit cash flows to repay borrowings at their

scheduled maturity dates.

Shareholders’ Equity

The Company’s shareholders’ equity, exclusive of the noncontrolling interest,

decreased $1.2 million, or 1.1%, to $109.1 million at March 31, 2022, from

$110.3 million at December 31, 2021. This decrease was principally due to a $3.8

million increase in accumulated other comprehensive loss. Partially offsetting

this increase in in accumulated other comprehensive loss was an increase in

retained earnings of $2.4 million, or 3.9%, to $63.4 million at March 31, 2022,

from $60.9 million at December 31, 2021. Comprehensive loss increased primarily

as the result of increases in the unrealized losses on the available-for sale

investment portfolio in the three months ended March 31, 2022 as a result of

increases in market interest rates.

Capital

Capital adequacy is evaluated primarily by the use of ratios which measure

capital against total assets, as well as against total assets that are weighted

based on defined risk characteristics. The Company’s goal is to maintain a

strong capital position, consistent with the risk profile of its banking

operations. This strong capital position serves to support growth and expansion

activities while at the same time exceeding regulatory standards. At March 31,

2022, the Bank met the regulatory definition of a “well-capitalized”

institution, i.e. a leverage capital ratio exceeding 5%, a Tier 1 risk-based

capital ratio exceeding 8%, Tier 1 common equity exceeding 6.5%, and a total

risk-based capital ratio exceeding 10%.

In addition to establishing the minimum regulatory capital requirements, the

regulations limit capital distributions and certain discretionary bonus payments

to management if the institution does not hold a “capital conservation buffer”

consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above

the amount necessary to meet its minimum risk-based capital requirements. The

buffer is separate from the capital ratios required under the Prompt Corrective

Actions (“PCA”) standards. In order to avoid these restrictions, the capital

conservation buffer effectively increases the minimum levels of the following

capital to risk-weighted assets ratios: (1) Core Capital, (2) Total Capital and

(3) Common Equity. At March 31, 2022, the Bank exceeded all regulatory required

minimum capital ratios, including the capital buffer requirements.

As a result of the Economic Growth, Regulatory Relief, and Consumer Protection

Act, the federal banking agencies developed a “Community Bank Leverage Ratio”

(the ratio of a bank’s tier 1 capital to average total consolidated assets) for

financial institutions with assets of less than $10 billion. A “qualifying

community bank” that exceeds this ratio will be deemed to be in compliance with

all other capital and leverage requirements, including the capital requirements

to be considered “well capitalized” under Prompt Corrective Action statutes. The

federal banking agencies may consider a financial institution’s risk profile

when evaluating whether it qualifies as a community bank for purposes of the

capital ratio requirement. The federal banking agencies have set the Community

Bank Leverage Ratio at 9%. A financial institution can elect to be subject to

this new definition. The Bank did not elect to become subject to the Community

Bank Leverage Ratio.

Pathfinder Bank’s capital amounts and ratios as of the indicated dates are

presented in the following table:

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Minimum To Be

Minimum For “Well-Capitalized” Minimum For

Capital Adequacy Under Prompt Capital Adequacy

Actual Purposes Corrective Provisions with Buffer

(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio Amount Ratio

As of March 31, 2022:

Total Core Capital (to

Risk-Weighted Assets) $ 132,741 15.29 % $ 69,453 8.00 % $ 86,816 10.00 % $ 91,157 10.50 %

Tier 1 Capital (to Risk-Weighted

Assets) $ 121,862 14.04 % $ 52,089 6.00 % $ 69,453 8.00 % $ 73,793 8.50 %

Tier 1 Common Equity (to

Risk-Weighted Assets) $ 121,862 14.04 % $ 39,067 4.50 % $ 56,430 6.50 % $ 60,771 7.00 %

Tier 1 Capital (to Assets) $ 121,862 9.29 % $ 52,460 4.00 % $ 65,575 5.00 % $ 65,575 5.00 %

As of December 31, 2021

Total Core Capital (to

Risk-Weighted Assets) $ 129,166 15.19 % $ 68,013 8.00 % $ 85,016 10.00 % $ 89,266 10.50 %

Tier 1 Capital (to Risk-Weighted

Assets) $ 118,511 13.94 % $ 51,009 6.00 % $ 68,013 8.00 % $ 72,263 8.50 %

Tier 1 Common Equity (to

Risk-Weighted Assets) $ 118,511 13.94 % $ 38,257 4.50 % $ 55,260 6.50 % $ 59,511 7.00 %

Tier 1 Capital (to Assets) $ 118,511 9.52 % $ 49,804 4.00 % $ 62,255 5.00 % $ 62,255 5.00 %

Non-GAAP Financial Measures

Regulation G, a rule adopted by the Securities and Exchange Commission (SEC),

applies to certain SEC filings, including earnings releases, made by registered

companies that contain “non-GAAP financial measures.” GAAP is generally

accepted accounting principles in the United States of America. Under

Regulation G, companies making public disclosures containing non-GAAP financial

measures must also disclose, along with each non-GAAP financial measure, certain

additional information, including a reconciliation of the non-GAAP financial

measure to the closest comparable GAAP financial measure (if a comparable GAAP

measure exists) and a statement of the Company’s reasons for utilizing the

non-GAAP financial measure as part of its financial disclosures. The SEC has

exempted from the definition of “non-GAAP financial measures” certain commonly

used financial measures that are not based on GAAP. When these exempted

measures are included in public disclosures, supplemental information is not

required. Financial institutions like the Company and its subsidiary bank are

subject to an array of bank regulatory capital measures that are financial in

nature but are not based on GAAP. The Company follows industry practice in

disclosing its financial condition under these various regulatory capital

measures, including period-end regulatory capital ratios for its subsidiary

bank, in its periodic reports filed with the SEC. The Company provides, below,

an explanation of the calculations, as supplemental information, for non-GAAP

measures included in the consolidated annual financial statements. In addition,

the Company provides a reconciliation of its subsidiary bank’s disclosed

regulatory capital measures, below.

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March 31, December 31,

(Dollars in thousands) 2022 2021

Regulatory Capital Ratios (Bank Only)

Total capital (to risk-weighted assets)

Total equity (GAAP) $ 131,569 $ 121,896

Goodwill (4,536 ) (4,536 )

Intangible assets (113 ) (117 )

Addback: Accumulated other comprehensive income (5,058 )

1,268

Total Tier 1 Capital $ 121,862 $

118,511

Allowance for loan and lease losses 10,879 10,655

Total Tier 2 Capital $ 10,879 $ 10,655

Total Tier 1 plus Tier 2 Capital (numerator) $ 132,741 $ 129,166

Risk-weighted assets (denominator) 868,158

850,157

Total core capital to risk-weighted assets 15.29 %

15.19 %

Tier 1 capital (to risk-weighted assets)

Total Tier 1 capital (numerator) $ 121,862 $

118,511

Risk-weighted assets (denominator) 868,158

850,157

Total capital to risk-weighted assets 14.04 %

13.94 %

Tier 1 capital (to adjusted assets)

Total Tier 1 capital (numerator) $ 121,862 $ 118,511

Total average assets 1,316,158 1,249,752

Goodwill (4,536 ) (4,536 )

Intangible assets (113 ) (117 )

Adjusted assets (denominator) $ 1,311,509 $ 1,245,099

Total capital to adjusted assets 9.29 %

9.52 %

Tier 1 Common Equity (to risk-weighted assets)

Total Tier 1 capital (numerator) $ 121,862 $

118,511

Risk-weighted assets (denominator) 868,158 850,157

Total Tier 1 Common Equity to risk-weighted assets 14.04 % 13.94 %

Loan and Asset Quality and Allowance for Loan Losses

The following table represents information concerning the aggregate amount of

non-accrual loans at the indicated dates:

March 31, December 31, March 31,

(Dollars In thousands) 2022 2021 2021

Nonaccrual loans:

Commercial and commercial real estate loans $ 5,567 $ 6,297 $ 17,842

Consumer 1,283 1,104 602

Residential mortgage loans 1,098 891 2,899

Total nonaccrual loans 7,948 8,292 21,343

Total nonperforming loans 7,948 8,292 21,343

Foreclosed real estate – – –

Total nonperforming assets $ 7,948 $ 8,292 $ 21,343

Accruing troubled debt restructurings $ 3,926 $

3,605 $ 5,378

Nonperforming loans to total loans 0.93 % 1.00 % 2.47 %

Nonperforming assets to total assets 0.60 %

0.65 % 1.63 %

Nonperforming assets include nonaccrual loans, nonaccrual troubled debt

restructurings (“TDR”), and foreclosed real estate (”FRE”). The Company

generally places a loan on nonaccrual status and ceases accruing interest when

loan payment performance is deemed unsatisfactory and the loan is past due 90

days or more. There are no loans that are past due 90 days or more and still

accruing interest. Loans are considered modified in a TDR when, due to a

borrower’s

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financial difficulties, the Company makes a concession(s) to the borrower that

it would not otherwise consider. These modifications may include, among others,

an extension of the term of the loan, and granting a period when interest-only

payments can be made, with the principal payments made over the remaining term

of the loan or at maturity. TDRs are included in the above table within the

categories of nonaccrual loans or accruing TDRs. There was one TDR loan in

nonaccrual status at March 31, 2022.

Pursuant to the CARES Act, financial institutions had the option to temporarily

suspend certain requirements under U.S. generally accepted accounting principles

related to troubled debt restructurings for a limited period of time to account

for the effects of COVID-19. This provision allows a financial institution the

option to not apply the guidance on accounting for troubled debt restructurings

to loan modifications, such as extensions or deferrals, related to COVID-19 made

between March 1, 2020 and January 1, 2022. The relief can only be applied to

modifications for borrowers that were not more than 30 days past due as of

December 31, 2019. The Bank elected to adopt these provisions of the CARES Act.

As indicated in the table above, nonperforming assets at March 31, 2022 were

$7.9 million and were $344,000 lower than the $8.3 million reported at December

31, 2021 and $13.4 million lower than the reported $21.3 million at March 31,

2021. The decrease at March 31, 2021 was due primarily to a decrease in

commercial and commercial real estate loans of $12.3 million and a decrease of

$1.8 million in residential mortgage loans. This decrease was partially offset

by an increase of $681,000 in nonperforming consumer loans.

Fair values for commercial FRE are initially recorded based on market value

evaluations by third parties, less costs to sell (“initial cost basis”). On a

prospective basis, residential FRE assets will be initially recorded at the

lower of the net amount of loan receivable or the real estate’s fair value less

costs to sell. Any write-downs required when the related loan receivable is

exchanged for the underlying real estate collateral at the time of transfer to

FRE are charged to the allowance for loan losses. Values are derived from

appraisals, similar to impaired loans, of underlying collateral or discounted

cash flow analysis. Subsequent to foreclosure, valuations are updated

periodically and assets are marked to current fair value, not to exceed the

initial cost basis for the FRE property.

The allowance for loan losses represents management’s estimate of the probable

losses inherent in the loan portfolio as of the date of the statement of

condition. The allowance for loan losses was $13.0 million and $12.9 million at

March 31, 2022 and December 31, 2021, respectively. The ratio of the allowance

for loan losses to total loans decreased 3 basis points to 1.52% at March 31,

2022 from 1.55% at December 31, 2021. Management performs a quarterly evaluation

of the allowance for loan losses based on quantitative and qualitative factors

and has determined that the current level of the allowance for loan losses is

adequate to absorb the losses in the loan portfolio as of March 31, 2022.

The Company considers a loan impaired when, based on current information and

events, it is probable that the Company will be unable to collect the scheduled

payments of principal and interest when due according to the contractual terms

of the loan. The measurement of impaired loans is generally based upon the fair

value of the collateral, with a portion of the impaired loans measured based

upon the present value of future cash flows discounted at the historical

effective interest rate. A specific reserve is established for an impaired loan

if its carrying value exceeds its estimated fair value. The estimated fair

values of the majority of the Company’s impaired loans are measured based on the

estimated fair value of the loan’s collateral. For loans secured by real

estate, estimated fair values are determined primarily through third-party

appraisals or broker price opinions. When a loan is determined to be impaired,

the Bank will reevaluate the collateral which secures the loan. For real estate,

the Company will obtain a new appraisal or broker’s opinion whichever is

considered to provide the most accurate value in the event of sale. An

evaluation of equipment held as collateral will be obtained from a firm able to

provide such an evaluation. Collateral will be inspected not less than annually

for all impaired loans and will be reevaluated not less than every two years.

Appraised values and broker opinion values are discounted due to the market’s

perception of a reduced price of Bank-owned property and the Bank’s desire to

sell the property more quickly to arrive at the estimated selling price of the

collateral, which is considered to be the estimated fair value. The discounts

also include estimated costs to sell the property.

At March 31, 2022 and December 31, 2021, the Company had $11.2 million and $11.4

million in loans, respectively, which were deemed to be impaired, having

established specific reserves of $2.0 million and $1.9 million, respectively, on

these loans.

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Management has identified potential credit problems which may result in the

borrowers not being able to comply with the current loan repayment terms and

which may result in those loans being included in future impaired loan

reporting. Potential problem loans totaled $42.4 million as of March 31, 2022, a

decrease of $1.3 million, or 3.0%, as compared to $43.7 million at December 31,

2021. These loans have been internally classified as special mention,

substandard, or doubtful, yet are not currently considered impaired.

Appraisals are obtained at the time a real estate secured loan is

originated. For commercial real estate held as collateral, the property is

inspected every two years.

In the normal course of business, the Bank sells residential mortgage loans and

has infrequently sold participation interests in commercial loans. As is typical

in the industry, the Bank makes certain representations and warranties to the

buyers of these loans or loan participations. The Bank maintains a quality

control program for closed loans and considers the risks and uncertainties

associated with potential repurchase requirements to be minimal.

The future performance of the Company’s loan portfolios with respect to credit

losses will be highly dependent upon the course and duration, both nationally

and within the Company’s market area, of the public health and economic factors

related to the pandemic, as well as the concentrations in the Company’s loan

portfolio. Concentrations of loans within a portfolio that are made to a single

borrower, to a related group of borrowers, or to a limited number of industries,

are generally considered to be additional risk factors in estimating future

credit losses. Therefore, the Company monitors all of its credit relationships

to ensure that the total loan amounts extended to one borrower, or to a related

group of borrowers, does not exceed the maximum permissible levels defined by

applicable regulation or the Company’s generally more restrictive internal

policy limits.

Liquidity

Liquidity management involves the Company’s ability to generate cash or

otherwise obtain funds at reasonable rates to support asset growth, meet deposit

withdrawals, maintain reserve requirements, and otherwise operate the Company on

an ongoing basis. The Company’s primary sources of funds are deposits, borrowed

funds, amortization and prepayment of loans and maturities of investment

securities and other short-term investments, and earnings and funds provided

from operations. While scheduled principal repayments on loans are a relatively

predictable source of funds, deposit flows and loan prepayments are greatly

influenced by general interest rates, economic conditions and competition. The

Company manages the pricing of deposits to maintain a desired deposit

composition and balance. In addition, the Company invests excess funds in

short-term interest-earning and other assets, which provide liquidity to meet

lending requirements.

The Company’s liquidity has been enhanced by its ability to borrow from the

Federal Home Loan Bank of New York (“FHLBNY”), whose competitive advance

programs and lines of credit provide the Company with a safe, reliable, and

convenient source of funds. A significant decrease in deposits in the future

could result in the Company having to seek other sources of funds for liquidity

purposes. Such sources could include, but are not limited to, additional

borrowings, brokered deposits, negotiated time deposits, the sale of

“available-for-sale” investment securities, the sale of securitized loans, or

the sale of whole loans. Such actions could result in higher interest expense

and/or losses on the sale of securities or loans.

Through the first three months of 2022, as indicated in the consolidated

statement of cash flows, the Company reported net cash flow from operating

activities of $4.1 million and net cash outflow of $47.8 million related to

investing activities. The net cash outflow from investing activities primarily

was due to a $23.8 million increase in net investment activity, a $23.4 million

increase in net loan activity and a $635,000 net increase in all other investing

activities in aggregate. The Company reported net cash flows from financing

activities of $43.8 million generated principally by increased customer deposit

balances of $58.8 million, partially offset by a $14.6 million decrease in net

borrowings, and an aggregate decrease in net cash of $384,000 from all other

financing sources, including dividends paid to common voting and non-voting

shareholders and warrants of $428,000.

The Company has a number of existing credit facilities available to it. At March

31, 2022, total credit available to the Company under the existing lines of

credit was approximately $146.9 million at FHLBNY, the Federal Reserve Bank, and

two other correspondent banks. As of March 31, 2022, the Company had $62.5

million of the available lines of credit utilized on its existing lines of

credit with $84.4 million available.

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The Asset Liability Management Committee of the Company is responsible for

implementing the policies and guidelines for the maintenance of prudent levels

of liquidity. As of March 31, 2022, management reported to the Board of

Directors that the Company is in compliance with its liquidity policy

guidelines.

Off-Balance Sheet Arrangements

The Company is also a party to financial instruments with off-balance sheet risk

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. At March 31, 2022, the Company had $237.2 million in

outstanding commitments to extend credit and standby letters of credit.

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