PATHFINDER BANCORP, INC. : MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (type 10-Okay)

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INTRODUCTION

All through Administration’s Dialogue and Evaluation (“MD&A”) the time period, the
“Firm”, refers back to the consolidated entity of Pathfinder Bancorp,
Inc.
Pathfinder Financial institution (the “Financial institution”) and Pathfinder Statutory Belief II are wholly
owned subsidiaries of Pathfinder Bancorp, Inc.; nonetheless, Pathfinder Statutory
Belief II shouldn’t be consolidated for reporting functions (see Be aware 13 of the
consolidated monetary statements). Pathfinder Threat Administration Firm, Inc.,
and Whispering Oaks Growth Corp. are wholly owned subsidiaries of
Pathfinder Financial institution.

On October 16, 2014, Pathfinder Bancorp, MHC transformed from the mutual to inventory
type of group (the “Conversion”). In reference to the Conversion, the
Firm bought 2,636,053 shares of frequent inventory to depositors at $10.00 per
share. Shareholders of Pathfinder Bancorp, Inc., a federal company
(“Pathfinder-Federal”), the Firm’s predecessor, obtained 1.6472 shares of the
Firm’s frequent inventory for every share of Pathfinder-Federal frequent inventory they
owned instantly previous to completion of the transaction. Following the
completion of the Conversion, Pathfinder-Federal was succeeded by the Firm
and Pathfinder Bancorp, MHC ceased to exist. The Firm had 5,983,467 and
4,531,383 shares excellent at December 31, 2021 and December 31, 2020,
respectively.

On June 1, 2016, Pathfinder Financial institution, a financial savings financial institution chartered by the NYSDFS, merged
into Pathfinder Business Financial institution, a restricted goal industrial financial institution additionally
chartered by the NYSDFS. Previous to the merger, Pathfinder Financial institution owned 100% of
Pathfinder Business Financial institution. On that very same date, NYSDFS expanded the powers that
it had beforehand granted to Pathfinder Business Financial institution and chartered Pathfinder
Business Financial institution
as a fully-empowered industrial financial institution. Concurrently, the
entity that had operated as “Pathfinder Business Financial institution” modified its title to
Pathfinder Financial institution.” Because of this constitution conversion and accompanying title
change, the entity now generally known as “Pathfinder Financial institution” is a industrial financial institution with the
full vary of powers granted beneath a industrial banking constitution in New York
State
. The merger, which had no impact on the Firm’s outcomes of operations,
transformed the consolidated Financial institution from a financial savings financial institution to a industrial financial institution and was
accomplished to be able to higher align the Financial institution’s group certificates with its
long-term strategic focus.

For the reason that Conversion, we now have considerably remodeled our enterprise actions
from these of a conventional financial savings financial institution to these of a industrial financial institution. This
transformation of actions has considerably affected the general composition
of our stability sheet. Whereas not decreasing our function as a number one originator of
one-to-four household residential actual property loans inside our market, which
had been our major focus as a financial savings financial institution, we now have considerably grown our
industrial enterprise and industrial actual property mortgage portfolios because the
Conversion. As a industrial financial institution, we now have been capable of provide custom-made merchandise
and providers to fulfill particular person industrial buyer wants and thereby extra
definitively differentiate our providers from these provided by our
rivals. In consequence, we now have been capable of create a considerably extra
diversified mortgage portfolio than the one which was in place earlier than the completion
of the Conversion. When in comparison with the Financial institution’s mortgage portfolio composition prior
to the Conversion, it’s our view that our present asset portfolio (1)
considerably improves upon the distribution of credit score threat throughout a broader
vary of debtors, industries and collateral varieties, and (2) is extra prone to
generate constant internet curiosity margins in a broader vary of rate of interest
environments as a result of portfolio’s elevated share of shorter-term and/or
adjustable-rate property. In a concurrent effort, the Financial institution has been capable of fund
the vast majority of the excessive stage of development in our mortgage portfolios primarily with
deposits gathered from our local people. We imagine that we now have gathered
these deposits at an affordable general value when it comes to deposit rates of interest,
in addition to at an affordable general stage of associated infrastructure and buyer
assist service bills.

On Might 8, 2019, the Firm entered right into a Securities Buy Settlement (the
“Securities Buy Settlement”) with Fortress Creek Capital Companions VII, L.P.
(“Fortress Creek”), pursuant to which the Firm bought: (i) 37,700 shares of the
Firm’s frequent inventory, par worth $0.01 per share, at a purchase order value of $14.25
per share (the “Widespread Inventory”); (ii) 1,155,283 shares of a brand new sequence of
most well-liked inventory, Sequence B convertible perpetual most well-liked inventory, par worth $0.01
per share, at a purchase order value of $14.25 per share (the “Sequence B Most popular
Inventory”); and (iii) a warrant, with an approximate truthful worth of $373,000, to
buy 125,000 shares of Widespread Inventory at an train value initially equal to
$14.25 per share (the “Warrant”), in a personal placement transaction (the
“Non-public Placement”) for gross proceeds of roughly $17.0 million. The
Securities Buy Settlement comprises vital representations, warranties,
and covenants of the Firm and Fortress Creek.

On Might 8, 2019, the Firm filed Articles Supplementary with the Maryland
Division of Assessments and Taxation
to challenge 1,155,283 shares of Sequence B
Most popular Inventory to Fortress Creek. Every share of the Sequence B Most popular Inventory was
convertible on a one-for-one foundation into both (i) Widespread Inventory beneath sure
circumstances or (ii) non-voting frequent inventory, par worth $0.01 per share (which
will even be convertible into Widespread Inventory), topic to approval of the creation
of such class of non-voting frequent inventory by the Firm’s stockholders.

The Firm additionally entered into subscription agreements dated as of Might 8, 2019
(the “Subscription Agreements”) with sure administrators and government officers of
the Firm in addition to different accredited traders. Pursuant to the Subscription
Agreements, the traders bought an combination of 269,277 shares of Widespread
Inventory at $14.25 per share for gross proceeds of roughly $3.8


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million, earlier than fee of placement charges and associated prices and bills. The
Subscription Agreements comprise representations, warranties, and covenants of
the purchasers and the Firm which can be customary in non-public placement
transactions. The subscription agreements have been additionally a part of the Non-public
Placement, and the time period “Non-public Placement” consists of each transactions.

In whole, due to this fact, the Firm issued 306,977 shares of Widespread Inventory,
1,155,283 shares of Sequence B Most popular Inventory and the Warrant on the conclusion
of the Non-public Placement. The transaction raised $20.8 million in gross proceeds
and the ultimate internet money obtained from the Non-public Placement, in spite of everything issuance
bills, together with placement charges and all different issuance/due diligence prices of
$927,000 and $342,000, respectively, was $19.6 million. The truthful worth of the
Warrant on the time of issuance was $373,000.

Pursuant to Nasdaq guidelines, Fortress Creek couldn’t convert the Sequence B Most popular
Inventory or, sooner or later, the non-voting frequent inventory into Widespread Inventory, or
train the Warrant if doing so would trigger Fortress Creek, when mixed with
the purchases of sure administrators and government officers of the Firm as properly
as different accredited traders within the Non-public Placement, to personal greater than 19.99%
of the Widespread Inventory excellent instantly previous to the execution of the
Securities Buy Settlement (the “Change Cap”). The Firm was required to
request stockholder approval to get rid of the Change Cap no later than on the
2021 annual assembly of Firm shareholders. As well as, on the similar assembly,
the Firm was required to hunt shareholder approval to create a category of
non-voting convertible frequent inventory. Fortress Creek will want the approval or
non-objection of the Board of Governors of the Federal Reserve System and the
New York State Division of Monetary Providers if it seeks to extend its
possession of shares of Widespread Inventory in extra of 9.9% of the excellent shares
of Widespread Inventory.

Holders of the Sequence B Most popular Inventory have been entitled to obtain dividends if
declared by the Firm’s board of administrators, in the identical per share quantity as
paid on the Widespread Inventory. No dividends can be payable on the Widespread Inventory
except a dividend an identical to that paid on the Widespread Inventory was payable on the
similar time on the Sequence B Most popular Inventory. The Sequence B Most popular Inventory would
rank, as to funds of dividends and distribution of property upon dissolution,
liquidation or winding up of the Firm, pari passu with the Widespread Inventory professional
rata. Holders of Sequence B Most popular Inventory had no voting rights besides as was
required by legislation. The Sequence B Most popular Inventory was not redeemable by both the
Firm or by the holder.

As mentioned above, pursuant to the Securities Buy Settlement, on Might 8,
2019
, the Firm issued a Warrant to Fortress Creek to buy 125,000 shares of
non-voting frequent inventory at an train value equal to $14.25 per share. On the
similar time, the Firm entered right into a Warrant Settlement with Fortress Creek, to,
amongst different issues, authorize and set up the phrases of the Warrant. The
Warrant is exercisable at any time after Might 8, 2019, and once in a while, in
entire or partly, till Might 8, 2026. Nonetheless, the train of such Warrant
stays topic to sure contractual provisions, and regulatory approval if
Fortress Creek’s possession of Widespread Inventory would exceed 9.9%. At December 31,
2021
, Fortress Creek owned roughly 8.9% of the Firm’s frequent voting
inventory. The Warrant will obtain dividends equal to the quantity paid on the
Firm’s frequent inventory. The dividend fee shall be calculated on (1) the
unexercised portion of the 125,000 notional shares encompassed inside the phrases
of the Warrant, much less (2) any exercised portion of the 125,000 shares, instances (3)
the quantity of the quarterly dividend paid to frequent shareholders. Dividend
funds, if declared on the Firm’s frequent inventory, will probably be made on the Warrant
till its expiration date.

Following the Non-public Placement, the Firm used the web money obtained from the
transaction to strengthen the Firm’s normal capital and liquidity positions,
fund development inside our market, buy sure mortgage property, and enhance
the regulatory capital place of the Financial institution. The Firm will proceed to make use of
the extra capital raised by means of the Non-public Placement primarily to assist
the conclusion of continued development alternatives inside our market and, to
a lesser extent, for normal company functions.

Pursuant to the phrases of the Securities Buy Settlement, Fortress Creek is
entitled to have one consultant appointed to the Firm’s board of
administrators for as long as Fortress Creek, along with its respective associates,
owns, within the combination, 4.9% or extra of all the excellent shares of the
Firm’s Widespread Voting Inventory. If Fortress Creek, along with its respective
associates, owns, within the combination, 4.9% or extra of all the excellent
shares of the Firm’s Widespread Voting Inventory and doesn’t have a board
consultant appointed to the Firm’s board of administrators, the Firm will
invite an individual designated by Fortress Creek to attend conferences of the Firm’s
Board of Administrators as an observer. At December 31, 2021, Fortress Creek elected to
have an observer current at considerably all conferences of the Firm’s board of
administrators.

On November 13, 2020, the Firm entered into an settlement (the “Change
Settlement”) with Fortress Creek offering for the alternate of 225,000 shares of
the Firm’s Widespread inventory owned by Fortress Creek for 225,000 shares of the
Firm’s Sequence B Most popular Inventory. The alternate was consummated concurrently
with the execution and supply of the Change Settlement. The Firm and
Fortress Creek entered into the Change Settlement to allow the fairness possession
of Fortress Creek to adjust to relevant banking legal guidelines and laws.

Because of the Change Settlement, on November 13, 2020, the Firm issued
to Fortress Creek 225,000 shares of its Sequence B Most popular Inventory in alternate for
an equal variety of shares of Firm Widespread Inventory held by Fortress Creek in a
transaction exempt from registration beneath Part 3(a)(9) of the Securities Act
of 1933, as amended. Fortress Creek is the one stockholder of the


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Sequence B Most popular Inventory. The Firm obtained no money proceeds on account of
the alternate. As well as, the Firm didn’t pay any fee or
remuneration for the solicitation of the alternate

On November 13, 2020, the Firm filed an modification to the Articles
Supplementary to the Articles of Incorporation of the Firm designating the
Sequence B Most popular Inventory with the Maryland Division of Assessments and
Taxation
to extend the categorized variety of shares of the Sequence B Most popular
Inventory from 1,155,283 to 1,506,000 to permit for the extra issuance of Sequence
B Most popular Inventory to Fortress Creek. There have been no different adjustments made to the
preferences, limitations, powers and relative rights of the Sequence B Most popular
Inventory.

On June 4, 2021, shareholders of the Firm permitted an modification to the
Firm’s Articles of Incorporation to authorize Non-Voting Widespread Inventory, and to
get rid of the Change Cap. On June 9, 2021, the Firm filed Articles
Supplementary to the Articles of Incorporation of the Firm (the “Articles
Supplementary”) with the Maryland State Division of Assessments and Taxation
making a Class A Non-Voting Widespread Inventory, par worth $0.01 per share
(“Non-Voting Widespread Inventory”). The Articles Supplementary licensed 1,505,283
shares of the Non-Voting Widespread Inventory which Fortress Creek obtained in alternate
for the Firm’s excellent Sequence B Most popular Inventory on a one for one foundation
and allowed for the issuance of 125,000 shares of Non-Voting Widespread Inventory that
could also be issued upon the train of the Warrant.

The preferences, limitations, powers and relative rights of the Non-Voting
Widespread Inventory are set forth within the Articles Supplementary, a abstract of which
follows:

Rating: The Non-Voting Widespread Inventory will rank, as to the fee of dividends
and distribution of property upon dissolution, liquidation or winding up of the
Firm, (i) pari passu with the Firm’s Widespread Inventory, and (ii) subordinate
and junior to all different securities of the Firm which, by their respective
phrases, are senior to the Non-Voting Widespread Inventory or the Firm’s Widespread Inventory.

Dividend Rights: Holders of the Non-Voting Widespread Inventory will probably be entitled to
obtain dividends when, as and if declared by the Firm’s Board of Administrators,
in the identical per share quantity as paid on Firm’s Widespread Inventory. No dividends
will probably be payable on the Firm’s Widespread Inventory except a dividend an identical to
that paid on the Firm’s Widespread Inventory is payable on the similar time on the
Non-Voting Widespread Inventory in an quantity per share equal to the product of (i) the
per share dividend declared and paid in respect of every share of the Firm’s
Widespread Inventory and (ii) the variety of shares of the Firm’s Widespread Inventory into
which such share of Non-Voting Widespread Inventory is then convertible (with out regard
to limitations on conversion of such Non-Voting Widespread Inventory); supplied that if
any inventory dividend is said on the Firm’s Widespread Inventory, the holders of
Non-Voting Widespread Inventory will probably be entitled to obtain such dividend payable in
shares of Non-Voting Widespread Inventory.

Voting: The holders of shares of Non-Voting Widespread Inventory haven’t any voting rights,
besides as could also be required by Maryland legislation and as set forth within the Articles
Supplementary. As long as any shares of Non-Voting Widespread Inventory are issued and
excellent, the Firm won’t (together with by way of merger, consolidation
or in any other case) with out acquiring the approval of the holders of a majority of the
issued and excellent shares of Non-Voting Widespread Inventory:

      •  alter or change the rights, preferences, privileges or restrictions
         supplied for the good thing about the holders of the Non-Voting Widespread Inventory so
         as to have an effect on them adversely;



      •  enhance or lower the licensed variety of shares of Non-Voting Widespread
         Inventory; or


      •  enter into any settlement, merger or enterprise mixture, or interact in
         some other transaction, or take any motion that will have the impact of
         adversely altering any choice or any relative or different proper supplied
         for the good thing about the holders of the Non-Voting Widespread Inventory.

Redemption and Repurchase: The Non-Voting Widespread Inventory shouldn’t be redeemable by the
Firm or the holder. Nonetheless, within the occasion that the Firm presents to
repurchase shares of the Firm’s Widespread Inventory, the Firm should provide to
repurchase shares of the Non-Voting Widespread Inventory professional rata primarily based upon the quantity
of shares of the Firm’s Widespread Inventory such holders can be entitled to
obtain if such shares have been transformed into shares of the Firm’s Widespread Inventory
instantly previous to such repurchase.

Conversion: Every share of Non-Voting Widespread Inventory will probably be convertible into one
share of the Firm’s Widespread Inventory (i) at any time and once in a while on the
request of the holder thereof or on the written request of the Firm; supplied
that upon such conversion, the holder, along with all associates of the
holder, won’t personal or management within the combination greater than 9.9% of the Firm’s
Widespread Inventory (or of any class of the Firm’s voting securities), excluding for
the aim of this calculation any discount within the possession ensuing from
transfers by such holder of voting securities (which, for the avoidance of
doubt, doesn’t included the Non-Voting Widespread Inventory); or (ii) robotically,
with none additional motion of the a part of the holder, on the date that the
holder transfers such share of Non-Voting Widespread Inventory to a non-affiliate of the
holder in a permissible switch.



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We’ve constantly maintained our traditionally sturdy presence in client
deposit gathering and residential mortgage lending actions. However
the retention of those enterprise strains, we now have strategically emphasised
creating our enterprise and industrial banking franchise by providing merchandise
which can be engaging to small-to medium-sized companies in our market space. We
differentiate our industrial mortgage options and associated providers by means of the
upkeep of excessive requirements of customer support, answer flexibility and
comfort. Highlights of our enterprise technique are as follows:

    •   Persevering with our emphasis on industrial enterprise and industrial actual property
        lending. In recent times, we now have efficiently elevated our industrial
        enterprise and industrial actual property lending actions and portfolio measurement,
        in step with protected and sound underwriting practices. On this regard, we
        have added, and can proceed so as to add, personnel who are skilled in
        originating, underwriting and servicing industrial actual property and
        industrial enterprise loans. We view the expansion of our industrial enterprise
        and industrial actual property loans as a method of additional diversifying and
        growing our curiosity earnings. In growing our enterprise banking
        actions, we search to repeatedly deepen relationships with native
        companies, which supply recurring and doubtlessly growing sources of
        each payment earnings and lower-cost transactional deposits. In that regard, our
        emphasis on industrial enterprise and industrial actual property lending has
        complimented, and can proceed to go with, our conventional one-to-four
        household residential actual property lending and client deposit gathering
        franchises.


    •   Offering high quality customer support. Our technique emphasizes offering
        high quality customer support and assembly the monetary wants of our buyer
        base by providing a full complement of mortgage, deposit, monetary providers
        and on-line banking options. Our aggressive benefit is our capacity to
        make choices, corresponding to approving loans, extra rapidly - and with better
        flexibility in lots of circumstances - than our market rivals. Prospects get pleasure from,
        and can proceed to get pleasure from, entry to senior executives and native choice
        makers on the Financial institution and the flexibleness that such entry brings to their
        companies.


    •   Optimizing our deposit combine. We search to boost the general traits
        of our deposit base by emphasizing each client and enterprise nonmaturity
        deposit gathering. We additionally search to cut back our general reliance on borrowed
        funds and brokered deposits as a supply of funding for future asset
        development. In the course of the second half of 2019, we started a big refocusing
        of the Firm's assets, most notably by means of personnel coaching,
        modifications to incentive packages, and the excessive prioritization of
        operationalizing and/or enhancing customer-facing applied sciences which can be
        targeted on transactional deposits. The aim of those efforts was, and
        stays, to higher place the Firm to compete in our market for
        some of these deposits in future intervals. Throughout 2021, the Financial institution recorded
        a rise in mixed enterprise and client nonmaturity deposits of
        $81.3 million, or 18.6%. This enhance was attributable to a number of components,
        together with the Financial institution's continued give attention to the gathering of those deposits,
        the web results of PPP exercise, a few of which is taken into account to be
        transitory, and altering depositor habits associated to the COVID-19
        pandemic. We count on to make nonmaturity deposit gathering a degree of
        vital organizational focus for the foreseeable future.


    •   Persevering with to develop our buyer relationships and deposit base by
        increasing our department community. As situations allow, we'll develop our
        department community by means of a mixture of de novo branching and,
        doubtlessly, acquisitions of branches and/or different monetary providers
        corporations. We imagine that as we develop our department community, our buyer
        relationships and deposit base will proceed to develop. Our department enlargement
        focus will probably be primarily inside Onondaga County, NY, which encompasses the
        better Syracuse, NY space. We at the moment have three branches in Onondaga
        County, together with the department in Clay, NY that we opened within the fourth
        quarter of 2018. We proceed to actively search alternatives for an
        elevated presence inside that market. That is in step with our
        perception that we now have already achieved significant model recognition amongst
        potential prospects there. Along with the full-service branches
        positioned in Oswego and Onondaga Counties, we opened, in 2017, a mortgage
        manufacturing workplace in Utica, positioned in Oneida County, NY, to extend our
        availability to potential industrial and enterprise mortgage prospects inside
        that market space. We'll proceed to hunt related department community
        enlargement alternatives sooner or later.

Per this technique, in November 2018, the Financial institution acquired a property on
West Onondaga Road in Syracuse, which was meant to be renovated and
transformed into one other full-service banking location. This property was bought to
an skilled actual property developer within the fourth quarter of 2020. The intent
of the sale was to entry the purchaser’s better capacity to make the most of sure
out there tax credit which can be extra helpful to the purchaser than they might
be to the Firm, if the Firm accessed these credit straight. Administration
believes that the advantages of the more-fully-utilized tax credit have been
handed by means of to the Firm beneath the phrases of a negotiated lease settlement
with the property’s purchaser performing because the lessor. We’ve considerably
accomplished the deliberate renovation work on the acquired facility and count on to
open our new Southwest Syracuse department workplace by the second quarter of 2022. We
think about the Syracuse Southwest Hall neighborhood, the place this property is
positioned, to be an under-banked space inside our goal market and imagine
that this department will qualify for varied financial incentives beneath New York
State’s
Banking Growth District (“BDD”) program. The BDD program is
designed to encourage the institution of financial institution branches in areas the place there may be
a demonstrated want for extra banking providers. This system was developed
in recognition of the truth that banks play a critically vital function in
selling particular person wealth, neighborhood improvement, and revitalization. This
property funding demonstrates Pathfinder Financial institution’s agency dedication to servicing
numerous financial areas inside its geographic market.


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    •   Diversifying our services and products with a aim of accelerating
        non-interest earnings over time. We've sought to cut back our dependence on
        internet curiosity earnings by growing fee-based earnings throughout a broad spectrum
        of mortgage and deposit merchandise. It's anticipated that we are going to additionally profit
        from elevated ancillary earnings for service actions associated to these
        merchandise. The Firm accomplished a complete examine in late 2019 to
        higher perceive and monitor the aggressive surroundings for these varieties
        of noninterest earnings alternatives and to enhance its product design and
        buyer relationship optimization methods. A big variety of
        product design adjustments have been applied in 2021 and have yielded the
        anticipated monetary advantages and are anticipated to proceed to take action in
        future intervals. In recent times, we now have additionally sought to extend the
        breadth of providers that we offer to our prospects. We provide property
        and casualty and life insurance coverage by means of our subsidiary, Pathfinder Threat
        Administration Firm, Inc., and its insurance coverage company subsidiary, the
        FitzGibbons Company, LLC. Moreover, Pathfinder Financial institution's funding
        providers operations present brokerage providers to our prospects for
        buying shares, bonds, mutual funds, annuities, and long-term care
        insurance coverage merchandise. We intend to step by step enhance our emphasis on the
        development of those companies. We imagine that there will probably be resultant
        alternatives to cross-sell these merchandise to our deposit and mortgage
        prospects which can thereby enhance our non-interest earnings over time.


    •   Investing in our banking platform and applied sciences. We've dedicated
        vital assets to ascertain a banking platform to accommodate
        future development by upgrading our data programs and customer support
        applied sciences, sustaining a strong threat administration and compliance workers,
        enhancing credit score administration performance, and upgrading our bodily
        infrastructure. We imagine that these investments will allow us to
        obtain operational efficiencies with minimal further investments,
        whereas offering elevated comfort for our prospects.


    •   Controlling the speed of development in working bills. The Firm has
        sought to cut back the speed of development in its working bills relative to
        its charge of income development and to thereby enhance the Firm's general
        profitability. Substantial new budgetary and expense management mechanisms
        have been applied throughout 2019 that administration believes have contributed to
        a discount in general working bills in 2021 and 2020, and that may
        proceed to cut back the speed of development in working bills in 2022 and
        past. In 2021, the Firm's effectivity ratio was 63.1%, a 5.6% decline
        from the 68.7% effectivity ratio in 2020, which is in step with the
        implementation of those budgetary and expense management mechanisms.


    •   Managing capital. The Firm obtained $24.9 million in internet proceeds from
        the sale of roughly 2.6 million shares of frequent inventory in consequence
        of the Conversion in October 2014. In October 2015, the Firm executed
        the issuance of the $10.0 million non-amortizing Subordinated Mortgage and
        subsequently used these proceeds in February 2016 to considerably fund
        the complete retirement of $13.0 million in SBLF Most popular inventory. The Firm
        obtained $19.6 million in internet proceeds from the sale of 306,977 shares of
        frequent inventory and 1,155,283 shares of most well-liked inventory on account of the
        Non-public Placement in Might 2019. In October 2020, the Firm executed the
        issuance of $25.0 million in non-amortizing subordinated debt. In April
        2021, the Firm retired the subordinated debt that it had issued in
        October 2015, thereby decreasing its excellent stability of Subordinated
        Loans from $39.4 million at December 31, 2020 to $29.6 million at December
        31, 2021. Since 2014, we now have due to this fact efficiently leveraged the $44.5
        million in internet new fairness capital and the $35.0 million within the two
        Subordinated Loans by rising our consolidated property by $724.2 million,
        or 129.1%, to $1.23 billion at December 31, 2021. It's our intent to
        stability our future development with capital adequacy issues in a way
        that may proceed to permit us to successfully serve all of our key
        stakeholders and keep our "properly capitalized" capital place.

COVID-19 Response

In early January 2020, the World Well being Group (the “WHO”) issued an alert
{that a} novel coronavirus outbreak was emanating from Wuhan, Hubei Province in
China. Over the course of the subsequent a number of weeks, the outbreak continued to
unfold to varied areas of the world, prompting the World Well being Group
to declare COVID-19 a worldwide pandemic on March 11, 2020. In the USA,
by the tip of March 2020, the fast unfold of the COVID-19 virus invoked varied
Federal and New York State authorities to make emergency declarations and challenge
government orders to restrict the unfold of the illness. Measures included
restrictions on worldwide and home journey, limitations on public
gatherings, implementation of social distancing and sanitization protocols,
college closings, orders to shelter in place and mandates to shut all
non-essential companies to the general public. To broadly various levels, largely
dependent upon the extent of regional and nationwide outbreaks and the resultant
ranges of capability constraints on out there medical assets, these very
substantial mandated curtailments of social and financial exercise have been relaxed
globally within the third and fourth quarters of 2020. Nonetheless, inside varied time
intervals throughout 2021 that prolonged into early 2022, the variety of reported
optimistic circumstances in the USA spiked to very excessive ranges as a result of
emergence of recent variants of the virus. On the date of this submitting, the
majority of the USA, together with the areas through which the Firm has its
operations, has returned to substantively regular enterprise and social
actions.

Because of the preliminary and persevering with outbreak, and governmental responses
thereto, the unfold of the coronavirus has triggered us to change our enterprise
practices, together with worker journey, worker work areas, and cancellation
of bodily participation in conferences, occasions and conferences. The Firm has
many workers working remotely and has considerably lowered bodily


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buyer contact with workers and different prospects. Initially, department
actions have been restricted to drive-thru transactions every time attainable,
teleconferencing and in-branch “appointments solely” providers. The Financial institution’s branches
have been made totally accessible to the general public within the early fall of 2020, however remained
in strict compliance with all relevant social distancing and sanitization
pointers. For the reason that begin of the pandemic, transactional quantity has additionally
elevated by means of the Financial institution’s phone, cellular and web banking channels. We
will take additional actions, targeted on security, as could also be required by authorities
authorities or that we decide to be in the most effective pursuits of our workers,
prospects and enterprise companions.

Considerations in regards to the unfold of the illness and its anticipated destructive affect on
financial exercise, severely disrupted each home and worldwide monetary
markets prompting the world’s central banks to inject vital quantities of
financial stimulus into their respective economies. In the USA, the
Federal Reserve System’sFederal Open Market Committee, swiftly reduce the goal
Federal Funds charge to a variety of 0% to 0.25%, the place it remained as of December
31, 2021
. As well as, the Federal Reserve initiated varied market assist
packages to ease the stress on monetary markets. This vital discount in
short-term rates of interest has lowered, and can proceed to cut back, the Financial institution’s
value of funds and curiosity earning-asset yields. The long-term results of the
present rate of interest surroundings, ensuing from authorities and central financial institution
responses to the pandemic, on the Financial institution’s internet curiosity margin can’t be predicted
with certainty at the moment.

The Coronavirus Support, Aid, and Financial Safety Act (“CARES Act”), signed
into legislation on March 27, 2020, supplied monetary help in varied varieties to
each companies and shoppers, together with the institution and funding of the
Paycheck Safety Program (“PPP”). As well as, the CARES Act additionally created
many directives affecting the operations of economic providers suppliers, such
because the Firm, together with a forbearance program for federally-backed mortgage
loans and protections for debtors from destructive credit score reporting attributable to mortgage
lodging associated to the nationwide emergency. The banking regulatory
businesses additionally issued steering encouraging monetary establishments to work
prudently with debtors who have been, or have been doubtlessly, unable to fulfill their
contractual fee obligations due to the consequences of COVID-19. The Firm
labored all through the pandemic to help its enterprise and client prospects
affected by COVID-19.

The Financial institution participated in all phases of the PPP funded by the U.S. Treasury
Division
and administered by the U.S. SBA pursuant to the CARES Act and
subsequent laws. PPP loans have an rate of interest of 1.0% and a two-year
or five-year mortgage time period to maturity. The SBA ensures 100% of the PPP loans
made to eligible debtors. The complete principal quantity of the borrower’s PPP
mortgage, together with any accrued curiosity, is eligible to be lowered by the mortgage
forgiveness quantity beneath the PPP as long as worker and compensation ranges of
the enterprise are maintained and the mortgage proceeds are used for qualifying
bills. By way of the tip of this system within the early spring of 2021, the Financial institution
obtained approval from the SBA for 1,120 loans totaling roughly $109.8
million
by means of this program. The Financial institution is now additionally aiding debtors with the
mortgage forgiveness section of the method. As of this submitting, the Firm has
submitted 864 loans totaling roughly $90.5 million to the SBA for
forgiveness. The Financial institution obtained $4.0 million in charges from the SBA related to
PPP lending actions throughout 2020 and 2021 and acknowledged $2.2 million and
$900,000 of these charges in 2021 and 2020, respectively. Accordingly, $3.1 million
in deferred payment earnings on a cumulative foundation was subtracted from the carrying
worth of the PPP loans held in portfolio and the remaining $912,000 in deferred
collected charges will probably be acknowledged in future intervals.

By way of December 31, 2020, the Financial institution granted fee deferral requests for an
preliminary interval of 90 days on 618 loans representing roughly $137.4 million
of current mortgage balances. Upon the receipt of borrower requests, further 90
day deferral intervals have been usually granted. Per business regulatory
steering, debtors that have been granted COVID-19 associated deferrals, however have been
in any other case present on mortgage funds will proceed to have their loans reported as
present loans through the agreed upon deferral interval(s), accrue curiosity and never
be accounted for as troubled debt restructurings. Of those granted deferrals,
303 loans, totaling $24.0 million, have been residential mortgage or client
loans. At December 31, 2020, 265 residential and client loans, totaling $21.3
million
, have been returned to non-deferral standing. Of those granted deferrals,
315 loans, totaling $113.3 million, have been industrial actual property or different
industrial and industrial loans. At December 31, 2020, 291 industrial actual
property or different industrial and industrial loans, totaling $98.9 million, have
been returned to non-deferral standing. Due to this fact, at December 31, 2020, 38
residential mortgage and client loans, totaling $2.7 million and 24 industrial
actual property and different industrial and industrial loans, totaling $14.4 million
remained in deferral standing. These loans nonetheless in deferral standing due to this fact
totaled $17.1 million and represented 2.1% of all loans excellent at December
31, 2020
. After consultations with sure of those industrial mortgage debtors,
11 loans, representing $8.3 million, have been granted an extra 90 day
deferral interval past 180 days as of December 31, 2020. These loans are
included within the $17.1 million in loans nonetheless in deferred standing at December 31,
2020
. On an especially restricted foundation, further deferral intervals have been granted
topic to additional evaluation and dialogue with particular debtors. To the
extent that such modifications met the factors beforehand described these loans
weren’t categorized as troubled debt restructurings nor categorized as
nonperforming at December 31, 2020. Loans not granted further deferral
intervals have been categorized as nonaccrual loans if the debtors did not make the
first scheduled fee following the tip of the deferral interval, or turned
significantly delinquent thereafter. In the course of the course of 2021, all deferred loans
have been both returned to accrual standing or appropriately characterised as
nonaccrual as dictated by their reimbursement actions. Due to this fact, the Firm had
no loans in deferral standing at December 31, 2021.



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