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TRUSTCO BANK CORP N Y

For the period ended Jun 30, 2024. Filed Aug 9, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 9, 2024

TRST$57.30+1.3%Stored close · as of Nov 6, 2026

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Notes to Consolidated Interim Financial Statements

(Unaudited)

(1)Financial Statement Presentation

The unaudited Consolidated Interim Financial Statements of TrustCo Bank Corp NY (the “Company” or “TrustCo”) include the accounts of the Company’s subsidiary, Trustco Bank (also referred to as the “Bank”) and other subsidiaries after elimination of all significant intercompany accounts and transactions. Prior period amounts are reclassified when necessary to conform to the current period presentation. The net income reported for the three and six months ended June 30, 2024 is not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or any interim periods. These financial statements consider events that occurred through the date of filing.

In the opinion of the management of the Company, the accompanying unaudited Consolidated Interim Financial Statements contain all recurring adjustments necessary to present fairly the financial position as of June 30, 2024, the results of operations for the three and six months ended June 30, 2024 and 2023, and the cash flows for the six months ended June 30, 2024 and 2023. The accompanying unaudited Consolidated Interim Financial Statements should be read in conjunction with the Company’s year-end audited Consolidated Financial Statements, including notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The accompanying unaudited Consolidated Interim Financial Statements have been prepared in accordance with applicable rules of the Securities and Exchange Commission (the “SEC”) and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States. Results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

The accounting policies of the Company, as applied in the Consolidated Interim Financial Statements presented herein, are substantially the same as those followed on an annual basis in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 11, 2024.

Risks and Uncertainties: Industry events have led to a greater focus by financial institutions, investors and regulators on liquidity positions of and funding sources for financial institutions, the composition of their deposits, including the amount of uninsured deposits, the amount of accumulated other comprehensive loss, capital levels and interest rate risk management. Present economic conditions have caused disruption to the banking system and any additional implications are uncertain. The Company believes that it has sufficient liquid assets and borrowing sources should there be a liquidity need.

Index

(2) Earnings Per Share

The Company computes earnings per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share(“ASC 260”). A reconciliation of the component parts of earnings per share for the three and six months ended June 30, 2024 and 2023 is as follows:

(in thousands, except per share data) · For the three months ended · For the six months ended
June 30,June 30,
2024202320242023
Net income$12,551$16,372$24,677$34,118
Weighted average common shares19,02219,02419,02319,024
Effect of Dilutive Securities:
Stock Options and Restricted Stock Units11-101
Weighted average common shares including potential dilutive shares19,03319,02419,03319,025
Basic EPS$0.66$0.86$1.30$1.79
Diluted EPS$0.66$0.86$1.30$1.79

For the three and six months ended June 30, 2024 there were 48 thousand weighted average anti-dilutive stock options excluded from dilutive earnings. The stock options are antidilutive because the strike price is greater than the average fair value of the Company’s common stock for the periods presented.

Index

(3) Benefit Plans

The table below outlines the components of the Company’s net periodic benefit recognized during the three and six months ended June 30, 2024 and 2023 for its pension and other postretirement benefit plans:

Three months ended June 30,
Pension Benefits · Other Postretirement Benefits
(dollars in thousands) · 2024 · 2023 · 2024 · 2023
Service cost$-$-$4$3
Interest cost2893047266
Expected return on plan assets(762)(661)(332)(290)
Amortization of net gain(19)-(183)(114)
Amortization of prior service cost--33
Net periodic benefit$(492)$(357)$(436)$(332)
Six months ended June 30,
Pension Benefits · Other Postretirement Benefits
(dollars in thousands) · 2024 · 2023 · 2024 · 2023
Service cost$-$-$9$5
Interest cost578606144132
Expected return on plan assets(1,524)(1,341)(663)(579)
Amortization of net gain(38)-(367)(228)
Amortization of prior service cost--66
Net periodic benefit$(984)$(735)$(871)$(664)

The Company does not expect to contribute to its pension and postretirement benefit plans in 2024. As of June 30, 2024, no contributions have been made; however, this decision is reviewed each quarter and is subject to change based upon market conditions.

Since 2003, the Company has not subsidized retiree medical insurance premiums. However, it continues to provide medical benefits and postretirement medical benefits to a limited number of current and retired executives in accordance with the terms of their employment contracts.

Index

(4) Investment Securities

(a) Securities available for sale

The amortized cost and fair value of the securities available for sale are as follows:

Gross · Gross
Amortized · Unrealized · Unrealized · Fair
(dollars in thousands) · Cost · Gains · Losses · Value
U.S. government sponsored enterprises$109,281$-$2,485$106,796
State and political subdivisions26--26
Mortgage backed securities and collateralized mortgage obligations - residential246,14212827,959218,311
Corporate bonds55,054-1,29053,764
Small Business Administration - guaranteed participation securities17,222-1,63015,592
Other68888688
Total Securities Available for Sale$428,413$136$33,372$395,177
Gross · Gross
AmortizedUnrealizedUnrealizedFair
(dollars in thousands)CostGainsLossesValue
U.S. government sponsored enterprises$121,728$5$3,065$118,668
State and political subdivisions26--26
Mortgage backed securities and collateralized mortgage obligations - residential263,18227025,775237,677
Corporate bonds80,150-2,09878,052
Small Business Administration - guaranteed participation securities18,740-1,55417,186
Other6871118680
Total Securities Available for Sale$484,513$286$32,510$452,289

Thefollowing table categorizes the debt securities included in the available for sale portfolio as of June 30, 2024, based on the securities’ final maturity. Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty. Securities not due at a single maturity date are presented separately:

AmortizedFair
(dollars in thousands)CostValue
Due in one year or less$65,788$64,715
Due after one year through five years99,26196,559
Mortgage backed securities and collateralized mortgage obligations - residential246,142218,311
Small Business Administration - guaranteed participation securities17,22215,592
$428,413$395,177

Index

Gross unrealized losses on securities available for sale and the related fair values aggregated by the length of time that individual securities have been in an unrealized loss position, were as follows:

Less than · 12 months
12 months · or more · Total
Gross · Gross · Gross
FairUnrealizedFairUnrealizedFairUnreal.
(dollars in thousands)ValueLossValueLossValueLoss
U.S. government sponsored enterprises$19,955$45$86,841$2,440$106,796$2,485
Mortgage backed securities and collateralized mortgage obligations - residential2,39929209,05727,930211,45627,959
Corporate bonds--53,7641,29053,7641,290
Small Business Administration - guaranteed participation securities--15,5921,63015,5921,630
Other--64286428
Total$22,354$74$365,896$33,298$388,250$33,372
Less than · 12 months
12 months · or more · Total
Gross · Gross · Gross
Fair · Unreal · Fair · Unreal · Fair · Unreal.
(dollars in thousands) · Value · Loss · Value · Loss · Value · Loss
U.S. government sponsored enterprises$--$116,163$3,065$116,163$3,065
Mortgage backed securities and collateralized mortgage obligations - residential--227,89125,775227,89125,775
Corporate bonds--78,0522,09878,0522,098
Small Business Administration - guaranteed participation securities--17,1861,55417,1861,554
Other--6311863118
Total$--$439,923$32,510$439,923$32,510

There wereno allowance for credit losses recorded for securities available for sale during the three and six months ended June 30, 2024.

Index

The proceeds from sales and calls and maturities of securities available for sale, gross realized gains and gross realized losses from sales and calls during the three and six months ended June 30, 2024 and 2023 are as follows:

Three months ended June 30,
(dollars in thousands)20242023
Proceeds from sales · $ · - · $ · -
Proceeds from calls/paydowns11,65314,811
Proceeds from maturities20,0005,000
Gross realized gains--
Gross realized losses--
Six months ended June 30,
(dollars in thousands)20242023
Proceeds from sales · $ · - · $ · -
Proceeds from calls/paydowns20,49429,469
Proceeds from maturities55,0005,000
Gross realized gains--
Gross realized losses--

There wereno transfers of securities available for sale during the three and six months ended June 30, 2024 and 2023.

(b) Held to maturity securities

The amortized cost and fair value of the held to maturity securities are as follows:

Gross · Gross
AmortizedUnrecognizedUnrecognizedFair
(dollars in thousands)CostGainsLossesValue
Mortgage backed securities and collateralized mortgage obligations - residential$5,921$38$140$5,819
Total held to maturity$5,921$38$140$5,819
Gross · Gross
AmortizedUnrecognizedUnrecognizedFair
(dollars in thousands)CostGainsLossesValue
Mortgage backed securities and collateralized mortgage obligations - residential$6,458$74$136$6,396
Total held to maturity$6,458$74$136$6,396

Index

The following table categorizes thedebt securities included in theheld to maturity portfolio as of June 30, 2024, based on the securities’ final maturity. Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty. Securities not due at a single maturity date are presented separately:

(dollars in thousands)AmortizedFair
CostValue
Mortgage backed securities and collateralized mortgage obligations - residential$5,921$5,819
$5,921$5,819

Gross unrecognized losses on held to maturity securities and the related fair values aggregated by the length of time that individual securities have been in an unrealized loss position, were as follows:

Less than · 12 months
(dollars in thousands) · 12 months · or more · Total
GrossGrossGross
FairUnrec.FairUnrec.FairUnrec.
ValueLossValueLossValueLoss
Mortgage backed securities and collateralized mortgage obligations - residential$879$3$2,481$137$3,360$140
Total$879$3$2,481$137$3,360$140
Less than · 12 months
(dollars in thousands) · 12 months · or more · Total
GrossGrossGross
FairUnrec.FairUnrec.FairUnrec.
ValueLossValueLossValueLoss
Mortgage backed securities and collateralized mortgage obligations - residential$283$3$2,703$133$2,986$136
Total$283$3$2,703$133$2,986$136

There wereno sales or transfers of held to maturity securities during the three and six months ended June 30, 2024 and 2023.

There wereno allowance for credit losses recorded for held to maturity securities during the three and six months ended June 30, 2024. There wereno securities on non-accrual status and all securities were performing in accordance with contractual terms.

(c) Equity Securities

During the second quarter of 2024, Visa Inc. accepted the Company’s tender of its 6,528 shares of Visa Class B-1 common stock in exchange for a combination of Visa Class B-2 common stock and Visa Class C common stock. As a result of the exchange, the Company marked its Visa Class C common stock to fair value and recorded a gain of $1.4 million based on the conversion privilege of the Visa Class C common stock and the closing price of Visa Class A common stock on June 28, 2024 of $262.47 per share. The Company’s Visa Class C shares are expected to continue to be marked to fair value on a recurring basis using the Visa Class A shares as evidence of orderly transactions between market participants for similar securities issued by Visa. The Company originally obtained the shares in 2008. The carrying value of the Visa B-2 shares is nominal as of June 30, 2024.

Index

(d) Other-Than-Temporary Impairment

Debt Securities

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio by type and applying the appropriate OTTI model.

In determining OTTI for debt securities, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the debt security or is it more likely than not that it will be required to sell the debt security before its anticipated recovery. The assessment of whether any other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether management intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis. If management intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If management does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis, the OTTI on debt securities shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings through the provision for credit losses. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes.

The Company does not intend to sell nor does it anticipate that it will be required to sell any of its securities in an unrealized loss position as of June 30, 2024. The Company’s ability and intent to hold these securities until recovery is supported by the Company’s strong capital and liquidity positions as well as its historically low turnover in the portfolio.

As of June 30, 2024, the Company’s security portfolio included certain securities which were in an unrealized loss position, and are discussed below.

U.S. government sponsored enterprises: In the case of unrealized losses on U.S. government sponsored enterprises, because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired as of June 30, 2024.

Mortgage backed securities and collateralized mortgage obligations – residential: As of June 30, 2024, all mortgage backed securities and collateralized mortgage obligations held by the Company were issued by U.S. government sponsored entities and agencies, primarily Ginnie Mae, Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired as of June 30, 2024.

Small Business Administration (SBA) - guaranteed participation securities: As of June 30, 2024, all of the SBA securities held by the Company were issued and guaranteed by U.S. Small Business Administration. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired as of June 30, 2024.

Corporate Bonds & Other: As of June 30, 2024, corporate bonds held by the Company are investment grade quality. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired as of June 30, 2024.

Index

(5) Loan Portfolio and Allowance for Credit Losses

The following tables presents loans by portfolio segment:

(dollars in thousands) · New York and
other states*FloridaTotal
Commercial:
Commercial real estate$215,840$39,187$255,027
Other26,74866627,414
Real estate mortgage - 1 to 4 family:
First mortgages2,743,9921,568,6194,312,611
Home equity loans44,42013,60958,029
Home equity lines of credit221,067148,996370,063
Installment10,8444,32415,168
Total loans, net$3,262,911$1,775,4015,038,312
Less: Allowance for credit losses49,772
Net loans$4,988,540

*Includes New York, New Jersey, Vermont and Massachussetts.

(dollars in thousands) · New York and
other states*FloridaTotal
Commercial:
Commercial real estate$212,754$39,501$252,255
Other20,86339721,260
Real estate mortgage - 1 to 4 family:
First mortgages2,756,9141,550,1914,307,105
Home equity loans44,15213,80657,958
Home equity lines of credit212,298135,117347,415
Installment12,0574,82916,886
Total loans, net$3,259,038$1,743,8415,002,879
Less: Allowance for credit losses48,578
Net loans$4,954,301

*Includes New York, New Jersey, Vermont and Massachussetts.

Included in commercial loans above are Paycheck Protection Program (“PPP”) loans totaling $341 thousand and $620 thousand as of June 30, 2024 and December 31, 2023, respectively.

At June 30, 2024 and December 31, 2023, the Company had approximately $24.9 million and $29.1 million of real estate construction loans, respectively. Of the $24.9 million in real estate construction loans at June 30, 2024, approximately$8.0 million are secured by first mortgages to residential borrowers while approximately $16.9 million were to commercial borrowers for residential construction projects. Of the $29.1 million in real estate construction loans at December 31, 2023, approximately $8.0 million are secured by first mortgages to residential borrowers while approximately $21.1 million were to commercial borrowers for residential construction projects. The vast majority of construction loans were in the Company’s New York market.

Index

Allowance for credit losses on loans

The ACLL is the allowance for credit losses on loans, which reflects management's estimate of expected credit losses over the life of the loan portfolio. The ACLL level is influenced by past events and current conditions, as well as reasonable and supportable forecasts of future economic scenarios. The ACLL level is updated quarterly based on the latest available information and assumptions. During the quarter ended June 30, 2024, the Company enhanced the ACLL calculation as follows:

•Continued to use a Discounted Cash Flow Methodology using the probability of default and loss given default approach, now incorporating peer data.
•Reasonable and supportable forecast period, which is now based on a Moody's Baseline Scenario for four quarters.
•Reversion period - which is the period after the forecast period when the ACLL factors revert to historical averages, using a four-quarter straight line reversion.
•Qualitative considerations, which are adjustments to the ACLL quantitative reserves to account for changes in various internal and external factors that affect the credit quality of the loan portfolio, were allocated utilizing a weighted scorecard framework. The qualitative factors utilized continued to be based on regulatory (interagency) guidelines.

The enhancement did not have a material impact on the Company’s financial statements.

The Company recorded a provision for credit losses of $500 thousand for the three months ended June 30, 2024, which is the resultof a provision for credit losses on loans of $500 thousand. There wasno provision for unfunded commitments during the three months ended June 30, 2024. The Company recorded aprovision for credit losses of $1.1 million for the six months ended June 30, 2024, which is the result of a provision for credit losses on loans of $1.1 million. There wasno provisionfor unfunded commitments during the six months ended June 30, 2024.

The Company recorded a benefit for credit losses of $500 thousand for the three months ended June 30, 2023, which is the result of a benefit for credit losses onunfunded commitments of $500 thousand. There wasno provision for credit losses on loans during the three months ended June 30, 2023. The Company recorded a benefit for credit losses of $200 thousand for the six months ended June 30, 2023, which is the result of a benefit for credit losses onunfunded commitments of $800 thousand, and a provision for credit losses on loans of $600 thousand.

Index

Activity in the allowance for credit losses on loans by portfolio segment for the three months ended June 30, 2024 and 2023 is summarized as follows:

(dollars in thousands) · Real Estate
Mortgage-
Commercial1 to 4 FamilyInstallmentTotal
Balance at beginning of period$2,742$46,295$183$49,220
Loans charged off:
New York and other states*--1010
Florida-17724
Total loan chargeoffs-171734
Recoveries of loans previously charged off:
New York and other states*-741286
Florida----
Total recoveries-741286
Net loans (recoveries) charged off-(57)5(52)
Provision (credit) for credit losses687(223)36500
Balance at end of period$3,429$46,129$214$49,772
(dollars in thousands) · Real Estate
Mortgage-
Commercial1 to 4 FamilyInstallmentTotal
Balance at beginning of period$2,70843,76621146,685
Loans charged off:
New York and other states*-222951
Florida--4040
Total loan chargeoffs-226991
Recoveries of loans previously charged off:
New York and other states*1291838320
Florida----
Total recoveries1291838320
Net loan (recoveries) charged off(129)(161)61(229)
Provision for credit losses(227)14087-
Balance at end of period$2,61044,06723746,914

Index

Activity in the allowance for credit losses on loans by portfolio segment for the six months ended June 30, 2024 and 2023 is summarized as follows:

(dollars in thousands) · Real Estate
Mortgage-
Commercial1 to 4 FamilyInstallmentTotal
Balance at beginning of period$2,735$45,625$218$48,578
Loans charged off:
New York and other states*-11754171
Florida-17724
Total loan chargeoffs-13461195
Recoveries of loans previously charged off:
New York and other states*-26920289
Florida----
Total recoveries-26920289
Net loans (recoveries) charged off-(135)41(94)
Provision for credit losses694369371,100
Balance at end of period$3,429$46,129$214$49,772
(dollars in thousands) · Real Estate
Mortgage-
Commercial1 to 4 FamilyInstallmentTotal
Balance at beginning of period$2,596$43,271$165$46,032
Loans charged off:
New York and other states*-224668
Florida--7171
Total loan chargeoffs-22117139
Recoveries of loans previously charged off:
New York and other states*12923631396
Florida-25-25
Total recoveries12926131421
Net loans (recoveries) charged off(129)(239)86(282)
(Credit) provision for credit losses(115)557158600
Balance at end of period$2,610$44,067$237$46,914

Index

The following tables present the balance in the allowance for credit losses on loans by portfolio segment and based on impairment evaluation as of June 30, 2024 and December 31, 2023:

(dollars in thousands)1-to-4 Family
Commercial · Residential · Installment
LoansReal EstateLoansTotal
Allowance for credit losses on loans:
Ending allowance balance attributable to loans:
Individually evaluated for impairment · $ · - · $ · - · $ · - · $ · -
Collectively evaluated for impairment3,42946,12921449,772
Total ending allowance balance$3,429$46,129$214$49,772
Loans:
Individually evaluated for impairment$1,158$24,098$130$25,386
Collectively evaluated for impairment281,2834,716,60515,0385,012,926
Total ending loans balance$282,441$4,740,703$15,168$5,038,312
(dollars in thousands)1-to-4 Family
Commercial · Residential · Installment
LoansReal EstateLoansTotal
Allowance for credit losses on loans:
Ending allowance balance attributable to loans:
Individually evaluated for impairment · $ · - · - · - · -
Collectively evaluated for impairment2,73545,62521848,578
Total ending allowance balance$2,73545,62521848,578
Loans:
Individually evaluated for impairment$95723,62814424,729
Collectively evaluated for impairment272,5584,688,85016,7424,978,150
Total ending loans balance$273,5154,712,47816,8865,002,879

The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (accrued expenses and other liabilities) with adjustments to the reserve recognized in provision (credit) for credit losses in the consolidated income statement.

Index

The Company’s activity in the allowance for credit losses on unfunded commitments for the three and six months ended June 30, 2024 and 2023 were as follows:

(In thousands)For the three months ended June 30, 2024
Balance at March 31, 2024$1,662
Provision for credit losses-
Balance at June 30, 2024$1,662
(In thousands)For the six months ended June 30, 2024
Balance at January 1, 2024$1,662
Provision for credit losses-
Balance at June 30, 2024$1,662
(In thousands)For the three months ended June 30, 2023
Balance at March 31, 2023$2,612
Credit provision for credit losses(500)
Balance at June 30, 2023$2,112
(In thousands)For the six months ended June 30, 2023
Balance at January 1, 2023$2,912
Credit provision for credit losses(800)
Balance at June 30, 2023$2,112

Loan Credit Quality

The Company categorizes commercial loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. On at least an annual basis, the Company’s loan grading process analyzes non-homogeneous loans, such as commercial loans and commercial real estate loans, individually by grading the loans based on credit risk. The loan grades assigned to all loan types are tested by the Company’s internal loan review department in accordance with the Company’s internal loan review policy.

Index

The Company uses the following definitions for classified loans:

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as such have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those loans classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be “pass” rated loans.

For homogeneous loan pools, such as residential mortgages, home equity lines of credit, and installment loans, the Company uses payment status to identify the credit risk in these loan portfolios. Payment status is reviewed on a daily basis by the Bank’s collection area and on a monthly basis with respect to determining the adequacy of the allowance for credit losses on loans. The payment status of these homogeneous pools as of June 30, 2024 and December 31, 2023 is also included in the aging of the past due loans table. Nonperforming loans shown in the table below were loans on nonaccrual status and loans over 90 days past due and accruing.

Index

As of June 30, 2024, and December 31, 2023 and based on the most recent analysis performed, the risk category of loans by class of loans, and gross charge-offs year to date for each loan type by origination year was as follows:

Loan Credit Quality
(in thousands)As of June 30, 2024
Term Loans Amortized Cost Basis by Origination Year
2024 · 2023 · 2022 · 2021 · 2020 · Prior · Revolving Loans Amortized Cost Basis · Revolving Loan Converted to Term · Total
Commercial :
Risk rating
Pass$18,930$55,657$77,623$23,379$15,662$57,407$3,743$-$252,401
Special Mention$-$-$1,267$-$31$530$-$-$1,828
Substandard$-$-$-$-$-$759$-$-$759
Doubtful$-$-$-$-$-$39$-$-$39
Total Commercial Loans$18,930$55,657$78,890$23,379$15,693$58,735$3,743$-$255,027
Commercial Loans:
Current-period Gross writeoffs$-$-$-$-$-$-$-$-$-
$-$-$-$-$-$-$-$-$-
Commercial Other:
Risk rating
Pass$2,061$9,052$1,989$1,348$1,178$2,569$8,581$-$26,778
Special mention$-$-$-$-$-$-$37$-$37
Substandard$-$-$-$-$-$-$285$-$285
Doubtful$-$-$-$314$-$-$-$-$314
Total Commercial Real Estate Loans$2,061$9,052$1,989$1,662$1,178$2,569$8,903$-$27,414
Other Commercial Loans:
Current-period Gross writeoffs$-$-$-$-$-$-$-$-$-
$-$-$-$-$-$-$-$-$-
Residential First Mortgage:
Risk rating
Performing$136,689$416,517$551,803$848,523$708,915$1,635,650$-$-$4,298,097
Nonperforming$-$64$210$536$78$13,626$-$-$14,514
Total First Mortgage:$136,689$416,581$552,013$849,059$708,993$1,649,276$-$-$4,312,611
Residential First Mortgage Loans:
Current-period Gross writeoffs$-$-$-$-$-$18$-$-$18
$-$-$-$-$-$18$-$-$18
Home Equity Loans:
Risk rating
Performing$3,071$9,453$5,657$7,427$5,382$26,585$-$-$57,575
Nonperforming$-$-$91$-$-$363$-$-$454
Total Home Equity Loans:$3,071$9,453$5,748$7,427$5,382$26,948$-$-$58,029
Home Equity Loans:
Current-period Gross writeoffs$-$-$-$-$-$-$-$-$-
$-$-$-$-$-$-$-$-$-
Home Equity Lines of Credit:
Risk rating
Performing$2,887$1,211$1,147$695$243$15,380$345,491$-$367,054
Nonperforming$-$-$-$-$56$2,638$315$-$3,009
Total Home Equity Credit Lines:$2,887$1,211$1,147$695$299$18,018$345,806$-$370,063
Home Equity Lines of Credit:
Current-period Gross writeoffs$-$-$-$-$-$116$-$-$116
$-$-$-$-$-$116$-$-$116
Installments:
Risk rating
Performing$1,586$7,019$3,655$1,086$219$509$941$-$15,015
Nonperforming$-$-$65$35$1$52$-$-$153
Total Installments$1,586$7,019$3,720$1,121$220$561$941$-$15,168
Installments Loans:
Current-period Gross writeoffs$-$26$19$-$-$16$-$-$61
$-$26$19$-$-$16$-$-$61

Index

Loan Credit Quality
(in thousands)As of December 31, 2023
Term Loans Amortized Cost Basis by Origination Year
Commercial : · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Revolving Loans Amortized Cost Basis · Revolving Loan Converted to Term · Total
Risk rating
Pass$61,148$82,339$23,940$16,653$19,835$41,153$5,664$-$250,732
Special Mention---42-225--267
Substandard-----1,256--1,256
Total Commercial Loans$61,148$82,339$23,940$16,695$19,835$42,634$5,664$-$252,255
Commercial Loans:
Current-period Gross writeoffs$-$-$-$-$-$-$-$-$-
$-$-$-$-$-$-$-$-$-
Commercial Other:
Risk rating
Pass$7,873$2,164$1,933$1,386$321$2,641$4,482$-$20,800
Special mention------34-34
Substandard--328--98--426
Total Commercial Real Estate Loans$7,873$2,164$2,261$1,386$321$2,739$4,516$-$21,260
Other Commercial Loans:
Current-period Gross writeoffs$-$-$-$-$-$-$-$--
$-$-$-$-$-$-$-$-$-
Residential First Mortgage:
Risk rating
Performing$418,891$566,617$878,015$732,851$342,559$1,354,867$-$-$4,293,800
Nonperforming642103832291,11911,300--13,305
Total First Mortgage:$418,955$566,827$878,398$733,080$343,678$1,366,167$-$-$4,307,105
Residential First Mortgage Loans:
Current-period Gross writeoffs$-$-$-$-$27$336$-$-363
$-$-$-$-$27$336$-$-$363
Home Equity Loans:
Risk rating
Performing$9,660$5,963$7,770$5,668$6,542$22,076$-$-$57,679
Nonperforming-----279--279
Total Home Equity Loans:$9,660$5,963$7,770$5,668$6,542$22,355$-$-$57,958
Home Equity Lines Loans:
Current-period Gross writeoffs$-$-$-$-$-$-$-$--
$-$-$-$-$-$-$-$-$-
Home Equity Credit Lines:
Risk rating
Performing$355$641$248$75$10$15,964$327,059$-$344,352
Nonperforming--856-2,813186-3,063
Total Home Equity Credit Lines:$355$641$256$131$10$18,777$327,245$-$347,415
Home Equity Credit Lines Loans:
Current-period Gross writeoffs$-$-$-$-$-$8$-$-8
$-$-$-$-$-$8$-$-$8
Installments:
Risk rating
Performing$8,473$4,592$1,484$360$198$605$1,008$-$16,720
Nonperforming-4951-633--166
Total Installments$8,473$4,641$1,535$360$261$608$1,008$-$16,886
Installments Loans:
Current-period Gross writeoffs$16$67$50$1$21$21$-$-176
$16$67$50$1$21$21$-$-$176

Index

The following tables present the aging of the amortized cost in past due loans by loan class and by region as of June 30, 2024:

New York and other states*:30-5960-8990+Total
Days · Days · Days · 30+ days · Total
(dollars in thousands)Past DuePast DuePast DuePast DueCurrentLoans
Commercial:
Commercial real estate$1,061$-$518$1,579$214,261$215,840
Other--21321326,53526,748
Real estate mortgage - 1 to 4 family:
First mortgages2,9481,8355,54510,3282,733,6642,743,992
Home equity loans-15218934144,07944,420
Home equity lines of credit8862091,3262,421218,646221,067
Installment3948813110,71310,844
Total$4,934$2,200$7,879$15,013$3,247,898$3,262,911
Florida:30-5960-8990+Total
Days · Days · Days · 30+ days · Total
(dollars in thousands)Past DuePast DuePast DuePast DueCurrentLoans
Commercial:
Commercial real estate$-$-$-$-$39,187$39,187
Other--314314352666
Real estate mortgage - 1 to 4 family:
First mortgages2983781,6562,3321,566,2871,568,619
Home equity loans40-9713713,47213,609
Home equity lines of credit12019-139148,857148,996
Installment63-16794,2454,324
Total$521$397$2,083$3,001$1,772,400$1,775,401
Total:30-5960-8990+Total
Days · Days · Days · 30+ days · Total
(dollars in thousands)Past DuePast DuePast DuePast DueCurrentLoans
Commercial:
Commercial real estate$1,061$-$518$1,579$253,448$255,027
Other--52752726,88727,414
Real estate mortgage - 1 to 4 family:
First mortgages3,2462,2137,20112,6604,299,9514,312,611
Home equity loans4015228647857,55158,029
Home equity lines of credit1,0062281,3262,560367,503370,063
Installment102410421014,95815,168
Total$5,455$2,597$9,962$18,014$5,020,298$5,038,312

Index

The following tables present the aging of the recorded investment in past due loans by loan class and by region as of December 31, 2023:

New York and other states*:30-5960-8990+Total
Days · Days · Days · 30+ days · Total
(dollars in thousands)Past DuePast DuePast DuePast DueCurrentLoans
Commercial:
Commercial real estate$--521521212,233212,754
Other-26-2620,83720,863
Real estate mortgage - 1 to 4 family:
First mortgages4,3308116,00811,1492,745,7652,756,914
Home equity loans2013815731543,83744,152
Home equity lines of credit5911351,4992,225210,073212,298
Installment6189511911,93812,057
Total$4,9471,1288,28014,3553,244,6833,259,038
Florida:30-5960-8990+Total
Days · Days · Days · 30+ days · Total
(dollars in thousands)Past DuePast DuePast DuePast DueCurrentLoans
Commercial:
Commercial real estate$----39,50139,501
Other--31431483397
Real estate mortgage - 1 to 4 family:
First mortgages1,290781,4332,8011,547,3901,550,191
Home equity loans736-7913,72713,806
Home equity lines of credit184-56240134,877135,117
Installment16-60764,7534,829
Total$1,563841,8633,5101,740,3311,743,841
Total:30-5960-8990+Total
Days · Days · Days · 30+ days · Total
(dollars in thousands)Past DuePast DuePast DuePast DueCurrentLoans
Commercial:
Commercial real estate$--521521251,734252,255
Other-2631434020,92021,260
Real estate mortgage - 1 to 4 family:
First mortgages5,6208897,44113,9504,293,1554,307,105
Home equity loans9314415739457,56457,958
Home equity lines of credit7751351,5552,465344,950347,415
Installment221815519516,69116,886
Total$6,5101,21210,14317,8654,985,0145,002,879

At June 30, 2024 and December 31, 2023, there were no loans that were 90 days past due and still accruing interest. As a result, non-accrual loans include all loans 90 days or more past due as well as certain loans less than 90 days past due that were placed on non-accrual status for reasons other than delinquent status. There areno commitments to extend further credit on non-accrual or restructured loans.

The Company transfers loans to other real estate owned, at fair value less cost to sell, in the period the Company obtains physical possession of the property (through foreclosure or through a deed in lieu). Other real estate owned is included in other assets on the Balance Sheet. As of June 30, 2024 other real estate owned included $2.2 million and $126 thousand of commercial and residential foreclosed properties, respectively. In addition, non-accrual residential mortgage loans that are in the process of foreclosure had an amortized cost of $6.7 million as of June 30, 2024. As of December 31, 2023 other real estate owned included $194 thousand of residential foreclosed properties. In addition, non-accrual residential mortgage loans that are in the process of foreclosure had a recorded investment of $6.6 million as of December 31, 2023.

Index

Loans individually evaluated for impairment are non-accrual loans delinquent greater than 180 days, non-accrual commercial loans, as well as loans classified as loan modifications. As of June 30, 2024, there was no allowance for credit losses based on the loans individually evaluated for impairment.

Residential and installment non-accrual loans which are not loan modifications or greater than 180 days delinquent are collectively evaluated to determine the allowance for credit loss.

The following tables present the amortized cost basis in non-accrual loans by portfolio segment:

(dollars in thousands) · New York and
other states* · Florida · Total
Loans in non-accrual status:
Commercial:
Commercial real estate$528$-$528
Other213314527
Real estate mortgage - 1 to 4 family:
First mortgages11,9152,59914,514
Home equity loans321133454
Home equity lines of credit2,7562533,009
Installment13122153
Total non-accrual loans15,8643,32119,185
Restructured real estate mortgages - 1 to 4 family---
Total nonperforming loans$15,864$3,321$19,185
(dollars in thousands) · New York and
other states* · Florida · Total
Loans in non-accrual status:
Commercial:
Commercial real estate$536$-$536
Other-314314
Real estate mortgage - 1 to 4 family:
First mortgages11,3241,98113,305
Home equity loans23544279
Home equity lines of credit2,8162473,063
Installment15115166
Total non-accrual loans15,0622,60117,663
Restructured real estate mortgages - 1 to 4 family3-3
Total nonperforming loans$15,065$2,601$17,666

Index

The following tables present the amortized cost basis of loans on non-accrual status and loans past due over 89 days still accruing as of June 30, 2024 and December 31, 2023:

(dollars in thousands) · Non-accrual With · Non-accrual With · Loans Past Due
No Allowance for · Allowance for · Over 89 Days
Credit Loss · Credit Loss · Still Accruing
Commercial:
Commercial real estate$528$--
Other314213-
Real estate mortgage - 1 to 4 family:
First mortgages13,4101,104-
Home equity loans264190-
Home equity lines of credit2,691318-
Installment13122-
Total loans, net$17,338$1,847-
(dollars in thousands) · Non-accrual With · Non-accrual With · Loans Past Due
No Allowance for · Allowance for · Over 89 Days
Credit Loss · Credit Loss · Still Accruing
Commercial:
Commercial real estate$536$--
Other314--
Real estate mortgage - 1 to 4 family:
First mortgages12,584721-
Home equity loans2718-
Home equity lines of credit2,395668-
Installment14422-
Total loans, net$16,244$1,419-

The non-accrual balance of $1.8 million and $1.4 million was collectively evaluated and the associated allowance for credit losses on loans was determined not to be material as of June 30, 2024 and December 31, 2023, respectively.

Index

A financial asset is considered collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. Expected credit losses for the collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

The following table presents the amortized cost basis of individually analyzed collateral dependent loans by portfolio segment as of June 30, 2024 and December 31, 2023:

Type of Collateral
(dollars in thousands)
Real EstateInvestment Securities/CashOther
Commercial:
Commercial real estate$631--
Other527--
Real estate mortgage - 1 to 4 family:---
First mortgages20,219--
Home equity loans359--
Home equity lines of credit3,520--
Installment130--
Total$25,386--
Type of Collateral
(dollars in thousands)
Real EstateInvestment Securities/CashOther
Commercial:
Commercial real estate$643--
Other314--
Real estate mortgage - 1 to 4 family:---
First mortgages20,018--
Home equity loans371--
Home equity lines of credit3,239--
Installment144--
Total$24,729--

The Company has not committed to lend additional amounts to customers with outstanding loans that are modified. Interest income recognized on loans that are individually evaluated was not material during thethree and six months ended June 30, 2024 and 2023.

As of June 30, 2024 and 2023 loans individually evaluated included approximately $7.7 million and $8.3 million, respectively, of loans in accruing status that were identified as loan modifications in accordance with regulatory guidance related to Chapter 7 bankruptcy loans.

Index

Pursuant to the adoption of ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructuring and Vintage Disclosures (“ASU 2022-02”), a borrower that is experiencing financial difficulty and receives a modification in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay or a term extension in the current period needs to be disclosed.

The following table presents the amortized cost basis of loans at June 30, 2024 and 2023 that were both experiencing financial difficulty and modified during the three and six months ended June 30, 2024 and 2023, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:

For the three months ended:
New York and other states*:June 30, 2024June 30, 2023
Payment% of Total ClassPayment% of Total Class
(dollars in thousands)Delayof LoansDelayof Loans
Commercial:
Commercial real estate · $ · - · - · $ · - · -
Other----
Real estate mortgage - 1 to 4 family:----
First mortgages1940.01%2380.01%
Home equity loans----
Home equity lines of credit1110.05%500.03%
Installment----
Total$3050.01%$2880.01%
Florida:
Payment% of Total ClassPayment% of Total Class
(dollars in thousands)Delayof LoansDelayof Loans
Commercial:
Commercial real estate · $ · - · - · $ · - · -
Other----
Real estate mortgage - 1 to 4 family: · - · -
First mortgages--3420.02%
Home equity loans----
Home equity lines of credit560.04%--
Installment----
Total$560.00%$3420.02%
Total
Payment% of Total ClassPayment% of Total Class
(dollars in thousands)Delayof LoansDelayof Loans
Commercial:
Commercial real estate · $ · - · - · $ · - · -
Other----
Real estate mortgage - 1 to 4 family:
First mortgages1940.00%5800.01%
Home equity loans----
Home equity lines of credit1670.05%500.02%
Installment----
Total$3610.01%$6300.01%

Index

For the six months ended:
New York and other states*:June 30, 2024June 30, 2023
Payment% of Total ClassPayment% of Total Class
(dollars in thousands)Delayof LoansDelayof Loans
Commercial:
Commercial real estate · $ · - · - · $ · - · -
Other----
Real estate mortgage - 1 to 4 family:----
First mortgages1940.01%2380.01%
Home equity loans----
Home equity lines of credit1110.05%500.03%
Installment----
Total$3050.01%$2880.01%
Florida:
Payment% of Total ClassPayment% of Total Class
(dollars in thousands)Delayof LoansDelayof Loans
Commercial:
Commercial real estate · $ · - · - · $ · - · -
Other----
Real estate mortgage - 1 to 4 family: · - · -
First mortgages850.01%3420.02%
Home equity loans----
Home equity lines of credit560.04%--
Installment----
Total$1410.01%$3420.02%
Total
Payment% of Total ClassPayment% of Total Class
(dollars in thousands)Delayof LoansDelayof Loans
Commercial:
Commercial real estate · $ · - · - · $ · - · -
Other----
Real estate mortgage - 1 to 4 family:
First mortgages2790.01%5800.01%
Home equity loans----
Home equity lines of credit1670.05%500.02%
Installment----
Total$4460.01%$6300.01%

Index

The Bank monitors the performance of loans modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table describes the performance of loans that have been modified during the six months ended June 30, 2024 and 2023:

New York and other states*:30-5960-8990+
Days · Days · Days
(dollars in thousands)CurrentPast DuePast DuePast DueTotal
Commercial:
Commercial real estate$-$-$-$-$-
Other-----
Real estate mortgage - 1 to 4 family:
First mortgages194---194
Home equity loans-----
Home equity lines of credit111---111
Installment-----
Total$305$-$-$-$305
Florida:30-5960-8990+
Days · Days · Days
(dollars in thousands)CurrentPast DuePast DuePast DueTotal
Commercial:
Commercial real estate$-$-$-$-$-
Other-----
Real estate mortgage - 1 to 4 family:
First mortgages85---85
Home equity loans-----
Home equity lines of credit56---56
Installment-----
Total$141$-$-$-$141
Total30-5960-8990+
Days · Days · Days
(dollars in thousands)CurrentPast DuePast DuePast DueTotal
Commercial:
Commercial real estate$-$-$-$-$-
Other-----
Real estate mortgage - 1 to 4 family:
First mortgages279---279
Home equity loans-----
Home equity lines of credit167---167
Installment-----
Total$446$-$-$-$446

Index

New York and other states*:30-5960-8990+
Days · Days · Days
(dollars in thousands)CurrentPast DuePast DuePast DueTotal
Commercial:
Commercial real estate$-$-$-$-$-
Other-----
Real estate mortgage - 1 to 4 family:
First mortgages238---238
Home equity loans-----
Home equity lines of credit50---50
Installment-----
Total$288$-$-$-$288
Florida:30-5960-8990+
Days · Days · Days
(dollars in thousands)CurrentPast DuePast DuePast DueTotal
Commercial:
Commercial real estate$-$-$-$-$-
Other-----
Real estate mortgage - 1 to 4 family:
First mortgages342---342
Home equity loans-----
Home equity lines of credit-----
Installment-----
Total$342$-$-$-$342
Total30-5960-8990+
Days · Days · Days
(dollars in thousands)CurrentPast DuePast DuePast DueTotal
Commercial:
Commercial real estate$-$-$-$-$-
Other-----
Real estate mortgage - 1 to 4 family:
First mortgages580---580
Home equity loans-----
Home equity lines of credit50---50
Installment-----
Total$630$-$-$-$630

Index

The following tables describes the financial effect of the modifications made to borrowers experiencing financial difficulty:

For the three months ended:
June 30, 2024June 30, 2023
WeightedWeighted
New York and other states*:AverageAverage
PaymentPayment
(dollars in thousands)Delay (Months)Delay (Months)
Commercial:
Commercial real estate · $ · - · $ · -
Other--
Real estate mortgage - 1 to 4 family:--
First mortgages1222
Home equity loans--
Home equity lines of credit2418
Installment--
Total$36$40
WeightedWeighted
Florida:AverageAverage
PaymentPayment
(dollars in thousands)Delay (Months)Delay (Months)
Commercial:
Commercial real estate · $ · - · $ · -
Other--
Real estate mortgage - 1 to 4 family:
First mortgages-24
Home equity loans--
Home equity lines of credit6-
Installment--
Total$6$24
WeightedWeighted
AverageAverage
PaymentPayment
(dollars in thousands)Delay (Months)Delay (Months)
Commercial:
Commercial real estate · $ · - · $ · -
Other--
Real estate mortgage - 1 to 4 family:
First mortgages1246
Home equity loans--
Home equity lines of credit1818
Installment--
Total$30$64

Index

For the six months ended:
June 30, 2024June 30, 2023
WeightedWeighted
New York and other states*:AverageAverage
PaymentPayment
(dollars in thousands)Delay (Months)Delay (Months)
Commercial:
Commercial real estate · $ · - · $ · -
Other--
Real estate mortgage - 1 to 4 family:--
First mortgages1222
Home equity loans--
Home equity lines of credit2418
Installment--
Total$36$40
WeightedWeighted
Florida:AverageAverage
PaymentPayment
(dollars in thousands)Delay (Months)Delay (Months)
Commercial:
Commercial real estate · $ · - · $ · -
Other--
Real estate mortgage - 1 to 4 family:
First mortgages1224
Home equity loans--
Home equity lines of credit6-
Installment--
Total$18$24
WeightedWeighted
AverageAverage
PaymentPayment
(dollars in thousands)Delay (Months)Delay (Months)
Commercial:
Commercial real estate · $ · - · $ · -
Other--
Real estate mortgage - 1 to 4 family:
First mortgages1246
Home equity loans--
Home equity lines of credit1818
Installment--
Total$30$64

Index

The addition of these loan modifications did not have a significant impact on the allowance for credit losses on loans. The nature of the modifications that resulted in them being classified as a loan modification was the borrower filing for bankruptcy protection. There wereno loans that defaulted during the three and six months ended June 30, 2024 and 2023 which had been classified as a loan modification within theprior twelve months.

In situations where the Bank considers a loan modification, management determines whether the borrower is experiencing financial difficulty by performing an evaluation of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s underwriting policy.

Generally, the modification of the terms of loans was the result of the borrower filing for bankruptcy protection. Chapter 13 bankruptcies generally include the deferral of all past due amounts for a period of generally 60 months in accordance with the bankruptcy court order. In the case of Chapter 7 bankruptcies even though there is no modification of terms, the borrowers’ debt to the Company was discharged and they did not reaffirm the debt.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. In situations involving a borrower filing for Chapter 13 bankruptcy protection, however, a loan is considered to be in payment default once it is 30 days contractually past due, consistent with the treatment by the bankruptcy court.

(6) Fair Value of Financial Instruments

FASB Topic 820, Fair Value Measurements(“ASC 820”)defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the value that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of assets and liabilities:

Securities Available for Sale: The fair value of securities available for sale is determined utilizing an independent pricing service for identical assets or significantly similar securities. The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows. This results in a Level 1 or Level 2 classification of the inputs for determining fair value. Interest and dividend income is recorded on the accrual method and is included in the Consolidated Statements of Income in the respective investment class under total interest and dividend income. The Company does not have any securities that would be designated as Level 3.

Index

Other Real Estate Owned: Assets acquired through loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process to adjust for differences between the comparable sales and income data available. This results in a Level 3 classification of the inputs for determining fair value.

Individually evaluated loans: Periodically the Company records non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments can also include certain adjustments for collateral-dependent loans to adjust balances to fair value and generally have had acharge-off through the allowance for credit losses. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process to adjust for differences between the comparable sales and income data available. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value. When obtained, non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Loans individually evaluated are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Indications of value for both collateral-dependent loans and other real estate owned are obtained from third party providers or the Company’s internal Appraisal Department. All indications of value are reviewed for reasonableness by a member of the Appraisal Department for the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value via comparison with independent data sources such as recent market data or industry-wide statistics.

There were no transfers between Level 1 and Level 2 during the three and six months ended June 30, 2024 and 2023.

Equity Securities: Included in other assets in the Statement of Financial Condition is the Company’s interest of 3,264 Visa B-2 shares and 1,295 Visa C shares as of June 30, 2024. The Company didnot have any Visa B-2 or Visa C shares as of December 31, 2023. The carrying value of Visa B-2 shares isno minal as of June 30, 2024. The carrying value of Visa C shares are $1.4 million as of June 30, 2024. The Company has determined that the Visa C shares value of $1.4 million is a Level 1 classification based on using the Visa Class A shares as evidence of orderly transactions between market participants for similar securities issued by Visa.

Index

Assets and liabilities measured at fair value under ASC 820 on a recurring basis are summarized below:

Fair Value Measurements at
June 30, 2024 Using:
Significant
Quoted Prices in · Other · Significant
Active Markets for · Observable · Unobservable
Carrying · Identical Assets · Inputs · Inputs
(dollars in thousands) · Value · (Level 1) · (Level 2) · (Level 3)
U.S. government sponsored enterprises$106,796$-$106,796$-
State and political subdivisions26-26-
Mortgage backed securities and collateralized mortgage obligations - residential218,311-218,311-
Corporate bonds53,764-53,764-
Small Business Administration- guaranteed participation securities15,592-15,592-
Other securities688-688-
Total securities available for sale$395,177$-$395,177$-
Fair Value Measurements at
December 31, 2023 Using:
Significant
Quoted Prices in · Other · Significant
Active Markets for · Observable · Unobservable
Carrying · Identical Assets · Inputs · Inputs
(dollars in thousands) · Value · (Level 1) · (Level 2) · (Level 3)
Securities available for sale:
U.S. government sponsored enterprises$118,668$-$118,668$-
State and political subdivisions26-26-
Mortgage backed securities and collateralized mortgage obligations - residential237,677-237,677-
Corporate bonds78,052-78,052-
Small Business Administration- guaranteed participation securities17,18617,186
Other securities680-680-
Total securities available for sale$452,289$-$452,289$-

Index

Assets measured at fair value on a non-recurring basis are summarized below:

Fair Value Measurements at
June 30, 2024 Using:
Significant
Quoted Prices in · Other · Significant
Active Markets for · Observable · Unobservable
Carrying · Identical Assets · Inputs · Inputs
(dollars in thousands) · Value · (Level 1) · (Level 2) · (Level 3) · Valuation technique · Unobservable inputs · Range (Weighted Average)
Other real estate owned$2,334$-$-$2,334Sales comparison approachAdjustments for differences between comparable sales1% - 1% (1%)
Fair Value Measurements at
December 31, 2023 Using:
Significant
Quoted Prices in · Other · Significant
Active Markets for · Observable · Unobservable
Carrying · Identical Assets · Inputs · Inputs
(dollars in thousands) · Value · (Level 1) · (Level 2) · (Level 3) · Valuation technique · Unobservable inputs · Range (Weighted Average)
Other real estate owned$194$-$-$194Sales comparison approachAdjustments for differences between comparable sales0% - 39% (20%)

Other real estate owned that is carried at fair value less costs to sell was approximately $2.3 million at June 30, 2024 and consisted of residential and commercial real estate properties. There wasno valuation charges included in earnings for the three and six months ended June 30, 2024.

Of the total individually evaluated loans of $25.4 million at June 30, 2024, there areno loans that are collateral dependent and are carried at fair value measured on a non-recurring basis. Due to the sufficiency of charge-offs taken on these loans and the adequacy of the underlying collateral, there wereno specific valuation allowances for these loans during the three and six months ended June 30, 2024. There wereno gross charge-offs related to collateral dependent individually evaluated loans that are carried at fair value included in the table above for the three and six months ended June 30, 2024.

Other real estate owned, which is carried at fair value less costs to sell, was approximately $194 thousand at December 31, 2023, and consisted of only residential real estate properties. A valuation charge of $143 thousand is included in earnings for the year ended December 31, 2023.

Of the total individually evaluated loans of $24.7 million at December 31, 2023, there areno loans that were collateral dependent and are carried at fair value measured on a non-recurring basis. Due to the sufficiency of charge-offs taken on these loans and the adequacy of the underlying collateral, there wereno specific valuation allowances for these loans at December 31, 2023. There wereno gross charge-offs related to residential individually evaluated loans included in the table above.

Index

In accordance with FASB Topic 825, Financial Instruments (“ASC 825”), the carrying amounts and estimated fair values of financial instruments, at June 30, 2024 and December 31, 2023 are as follows:

(dollars in thousands)Fair Value Measurements at
Carrying · June 30, 2024 Using:
ValueLevel 1Level 2Level 3Total
Financial assets:
Cash and cash equivalents$536,113536,113--536,113
Securities available for sale395,177-395,177-395,177
Held to maturity securities5,921-5,819-5,819
Federal Home Loan Bank stock6,507N/AN/AN/AN/A
Net loans4,988,540--4,466,8224,466,822
Accrued interest receivable14,6492141,94112,49414,649
Financial liabilities:
Demand deposits745,227745,227--745,227
Interest bearing deposits4,531,7402,691,4781,823,679-4,515,157
Short-term borrowings89,720-89,720-89,720
Accrued interest payable3,4452163,229-3,445
(dollars in thousands)Fair Value Measurements at
Carrying · December 31, 2023 Using:
ValueLevel 1Level 2Level 3Total
Financial assets:
Cash and cash equivalents$578,004578,004--578,004
Securities available for sale452,289-452,289-452,289
Held to maturity securities6,458-6,396-6,396
Federal Reserve Bank and Federal
Home Loan Bank stock6,203N/AN/AN/AN/A
Net loans4,954,301--4,422,0274,422,027
Accrued interest receivable13,6832341,92011,52913,683
Financial liabilities:
Demand deposits754,532754,532--754,532
Interest bearing deposits4,596,2452,760,2211,819,789-4,580,010
Short-term borrowings88,990-88,990-88,990
Accrued interest payable3,6122563,356-3,612

Index

(7) Accumulated Other Comprehensive Loss

The following is a summary of the accumulated other comprehensive loss balances, net of tax:

Amount
Other · reclassified · Other
Comprehensive · from Accumulated · Comprehensive loss-
Balance atincome-BeforeOther ComprehensiveThree months endedBalance at
(dollars in thousands)4/1/2024ReclassificationsLoss6/30/20246/30/2024
Net unrealized holding gain on securities available for sale, net of tax$(25,277)642-642(24,635)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax13,476---13,476
Net change in net actuarial gain and prior service cost on pension and postretirement benefit plans, net of tax(2,962)-(147)(147)(3,109)
Accumulated other comprehensive income (loss), net of tax$(14,763)642(147)495(14,268)
Amount
Other · reclassified · Other
Comprehensive · from Accumulated · Comprehensive loss-
Balance atloss-BeforeOther ComprehensiveThree months endedBalance at
(dollars in thousands)4/1/2023ReclassificationsLoss6/30/20236/30/2023
Net unrealized holding loss on securities available for sale, net of tax$(28,370)(2,755)-(2,755)(31,125)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax7,588---7,588
Net change in net actuarial gain and prior service cost on pension and postretirement benefit plans, net of tax(2,593)-(82)(82)(2,675)
Accumulated other comprehensive loss, net of tax$(23,375)(2,755)(82)(2,837)(26,212)
Amount
Other · reclassified · Other
Comprehensive · from Accumulated · Comprehensive loss-
Balance atloss-BeforeOther ComprehensiveSix months endedBalance at
(dollars in thousands)1/1/2024ReclassificationsIncome6/30/20246/30/2024
Net unrealized holding loss on securities available for sale, net of tax$(23,899)(736)-(736)(24,635)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax13,476---13,476
Net change in net actuarial gain and prior service cost on pension and postretirement benefit plans, net of tax(2,814)-(295)(295)(3,109)
Accumulated other comprehensive loss, net of tax$(13,237)(736)(295)(1,031)(14,268)
Amount
Other · reclassified · Other
Comprehensive · from Accumulated · Comprehensive loss-
Balance atloss-BeforeOther ComprehensiveSix months endedBalance at
(dollars in thousands)1/1/2023ReclassificationsIncome6/30/20236/30/2023
Net unrealized holding gain on securities available for sale, net of tax$(32,271)1,146-1,146(31,125)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax7,588---7,588
Net change in net actuarial gain and prior service credit on pension and postretirement benefit plans, net of tax(2,511)-(164)(164)(2,675)
Accumulated other comprehensive income (loss), net of tax$(27,194)1,146(164)982(26,212)

Index

The following represents the reclassifications out of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023:

(dollars in thousands) · Three months ended · Six months ended
June 30, · June 30,
2024202320242023Affected Line Item in Financial Statements
Amortization of pension and postretirement benefit items:
Amortization of net actuarial gain$202114$405228Salaries and employee benefits
Amortization of prior service cost(3)(3)(6)(6)Salaries and employee benefits
Income tax benefit(52)(29)(104)(58)Income taxes
Net of tax14782295164
Total reclassifications, net of tax$14782$295164

(8) Revenue from Contracts with Customers

All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within non-Interest Income. The following table presents the Company’s sources of non-Interest Income for the three months and six months ended June 30, 2024 and 2023. Items outside the scope of ASC 606 are noted as such.

(dollars in thousands) · Three months ended · Six months ended
June 30,June 30,
2024202320242023
Non-interest income
Service Charges on Deposits
Overdraft fees$654$723$1,317$1,403
Other5205541,0311,086
Interchange Income1,2881,6282,8853,107
Unrealized gain recognized on equity securities (a)1,360-1,360-
Wealth management fees1,6091,4123,4253,186
Other (a)220281476485
Total non-interest income$5,651$4,598$10,494$9,267
(a)Not within the scope of ASC 606.

A description of how the Company’s revenue streams accounted for ASC 606 is set forth below:

Service charges on Deposit Accounts: The Company earns fees from its deposit customers for transaction‑based, account maintenance and overdraft services. Transaction‑based fees, which include services such as stop payment charges, statement rendering and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.

Interchange Income: Interchange revenue primarily consists of interchange fees, volume‑related incentives and ATM charges. As the card‑issuing bank, interchange fees represent our portion of discount fees paid by merchants for credit/debit card transactions processed through the interchange network. The levels and structure of interchange rates are set by the card processing companies and are based on cardholder purchase volumes. The Company earns interchange income as cardholder transactions occur and interchange fees are settled on a daily basis concurrent with the transaction processing services provided to the cardholder.

Index

Wealth Management fees: Trustco Financial Services provides a comprehensive suite of trust and wealth management products and services, including financial and estate planning, trustee and custodial services, investment management, corporate retirement plan recordkeeping and administration of which a fee is charged to manage assets for investment or transact on accounts. These fees are earned over time as the Company provides the contracted monthly or quarterly services and are generally assessed over the period in which services are performed based on a percentage of the fair value of assets under management or administration. Other services are based on a fixed fee for certain account types, or based on transaction activity and are recognized when services are rendered. Fees are withdrawn from the customer’s account balance.

(9) Operating Leases

The Company has committed to rent premises used in business operations under non-cancelable operating leases and determines if an arrangement meets the definition of a lease upon inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Company’s balance sheets.

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate, therefore the Company used its incremental collateralized borrowing rates commensurate with the underlying lease terms to determine present value of operating lease liabilities. Additionally, the Company does allocate the consideration between lease and non-lease components. The Company’s lease terms may include options to extend when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease components, such as fair market value adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. As of June 30, 2024 the Company did not have any leases with terms of twelve months or less.

As of June 30, 2024, the Company didnot have any leases for which the construction had not yet started. At June 30, 2024 lease expiration dates ranged fromtwo months to 20.3 years and have a weighted average remaining lease term of 8.3 years. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements. As mentioned above the leases generally also include variable lease components, which include real estate taxes, insurance, and common area maintenance (“CAM”) charges in the annual rental payments.

Index

Other information related to leases was as follows:

(dollars in thousands)Three months ended
June 30,
20242023
Operating lease cost$2,0362,037
Variable lease cost588619
Total Lease costs$2,6242,656
(dollars in thousands)Six months ended
June 30,
20242023
Operating lease cost$4,1334,087
Variable lease cost1,1941,204
Total Lease costs$5,3275,291
(dollars in thousands)Six months ended
June 30,
20242023
Supplemental cash flows information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$4,2554,165
Right-of-use assets obtained in exchange for lease obligations:1,1511,653
Weighted average remaining lease term8.3 years8.7 years
Weighted average discount rate3.16%3.05%

Index

Future minimum lease payments under non-cancellable leases as of June 30, 2024 were as follows:

(dollars in thousands)
Year ending
December 31,
2024(a)$4,269
20258,262
20267,237
20276,029
20284,841
Thereafter17,352
Total lease payments$47,990
Less: Interest5,964
Present value of lease liabilities$42,026
(a)Excluding the six months ended June 30, 2024.

A member of the Board of Directors has an ownership interest infive entities that own commercial real estate leased by the Company for use as branch locations. Total lease payments from the Company to those entities, which are included in the table above, owed at June 30, 2024, were $2.5 million, which includes interest in the amount of $272 thousand.

(10) Regulatory Capital Requirements

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy regulations and, additionally for banks, the prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can result in regulatory action. As of June 30, 2024, the Company and Bank meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If a bank is not classified as well capitalized, regulatory approval is required to accept brokered deposits. If a bank is undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. The federal banking agencies are required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution or its holding company. Such actions could have a direct material effect on an institution’s or its holding company’s financial statements. As of June 30, 2024 and December 31, 2023, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

Index

The Bank and the Company reported the following capital ratios as of June 30, 2024 and December 31, 2023:

(Bank Only)Minimum for
Capital Adequacy plus
As of June 30, 2024 · Well · Capital Conservation
(dollars in thousands)AmountRatioCapitalized(1)Buffer (1)(2)
Tier 1 leverage ratio644,77610.357%5.000%4.000%
Common equity tier 1 capital644,77618.5246.5007.000
Tier 1 risk-based capital644,77618.5248.0008.500
Total risk-based capital688,38519.77610.00010.500
Minimum for
Capital Adequacy plus
As of December 31, 2023 · Well · Capital Conservation
(dollars in thousands)AmountRatioCapitalized(1)Buffer (1)(2)
Tier 1 leverage ratio636,32710.428%5.000%4.000%
Common equity tier 1 capital636,32718.2806.5007.000
Tier 1 risk-based capital636,32718.2808.0008.500
Total risk-based capital679,92419.53210.00010.500
(Consolidated)
Minimum for
Capital Adequacy plus
As of June 30, 2024 · Capital Conservation
(dollars in thousands)AmountRatioBuffer (1)(2)
Tier 1 leverage ratio668,88210.954%4.000%
Common equity tier 1 capital668,88219.2117.000
Tier 1 risk-based capital668,88219.2118.500
Total risk-based capital712,50320.46410.500
Minimum for
Capital Adequacy plus
As of December 31, 2023 · Capital Conservation
(dollars in thousands)AmountRatioBuffer (1)(2)
Tier 1 leverage ratio657,96810.780%4.000%
Common equity Tier 1 capital657,96818.8967.000
Tier 1 risk-based capital657,96818.8968.500
Total risk-based capital701,57720.14910.500
(1)Federal regulatory minimum requirements to be considered to be Well Capitalized and Adequately Capitalized
(2)The June 30, 2024 and December 31, 2023 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a capital conservation buffer of 2.50 percent

(11) New Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 expands reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 implements a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker, expands certain annual disclosures to interim periods, clarifies that single reportable segment entities must apply Topic 280 in its entirety and permits more than one measure of segment profit or loss to be reported under certain conditions. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the requirements of the expanded segment disclosures but does not currently expect the additional disclosures to have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is focused on additional income tax disclosures and requires public business entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate). ASU 2023-09 is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. While the Company is currently evaluating the impact applying this standard will have on its income tax disclosures, the adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements.

Index

Crowe LLP Independent Member Crowe Global

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